As filed with the Securities and Exchange Commission April 10, 1998
                Registration Statement No. ____________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                 COMDISCO, INC.
             (Exact Name of Registrant as Specified in Its Charter)

Delaware                                                              36-2687938
(State of Incorporation)                    (I.R.S. Employer Identification No.)
                6111 North River Road, Rosemont, Illinois 60018
               (Address of Principal Executive Offices)(Zip Code)

                            COMDISCO RETIREMENT PLAN
                            (Full Title of the Plan)

                                 Philip A. Hewes
                           Senior Vice President/Legal
                                 Comdisco, Inc.
                              6111 North River Road
                            Rosemont, Illinois 60018
                     (Name and Address of Agent For Service)
                                 (847) 698-3000
          (Telephone Number, Including Area Code, of Agent For Service)

                         Calculation of Registration Fee
-------------- ----------- ----------- ---------------  ---------------------
Title of         Amount     Proposed   Proposed
Securities       to be      Maximum    Maximum
to be          Registered   Offering   Aggregate            Amount of
Registered       (1) (2)    Price Per  Offering           Registration
                            Share(3)   Price(3)                Fee
-------------- ----------- ---------- ---------------   ---------------------
Common Stock,   250,000     $42.1875   $10,546,875         $3,111.33
  $.10 Par


(1)      In  addition,  pursuant to Rule 416(c) of the  Securities  Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests  to be offered or sold  pursuant to the  Comdisco  Retirement
         Plan.

(2)      Based on the estimated maximum number of shares issuable under the Plan
         as of April 3, 1998. This  Registration  Statement shall also cover any
         additional  shares of Common Stock which may become  issuable under the
         Comdisco Retirement Plan by reason of any stock dividend,  stock split,
         recapitalization or other similar transaction  effected without receipt
         of  consideration  which  results  in an  increase  in  the  number  of
         outstanding shares of Common Stock of Comdisco, Inc.

(3)      Estimated  solely for the purposes of calculating the  registration fee
         as  contemplated  by Rule 457(c) and (h)(1) and based on the average of
         the high and low prices of the Registrant's Common Stock as reported by
         the New York Stock Exchange on April 9, 1998.


<PAGE>






                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         This Registration  Statement on Form S-8 relates to the registration of
shares of the common stock,  $0.10 par value per share (the "Common Stock"),  of
Comdisco,  Inc. (the "Company" or the  "Registrant")  to be issued in connection
with the Comdisco Retirement Plan (the "Plan").

         The following  documents or portions  thereof,  filed by the Company or
the Plan  with the  Commission  (File  No.  1-7725),  are  incorporated  in this
Registration Statement by reference and made a part hereof:

         (a)      The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended  September  30, 1997,  and filed with the  Commission on
                  December 23, 1997;
         (b)      The  Company's  Current  Report on Form 8-K dated  November 5,
                  1997, and filed with the Commission on November 5, 1997;
         (c)      The  Company's  Current  Report on Form 8-K dated  November 5,
                  1997, and filed with the Commission on November 5, 1997;
         (d)      The  Company's  Current  Report on Form 8-K dated  November 5,
                  1997, and filed with the Commission on November 6, 1997;
         (e)      The Company's  Current  Report on Form 8-K dated  November 12,
                  1997, and filed with the Commission on November 14, 1997;
         (f)      The  Company's  Current  Report on Form 8-K dated  January  7,
                  1998, and filed with the Commission on January 8, 1998;
         (g)      The Company's  Quarterly Report on Form 10-Q for the quarterly
                  period ended  December 31, 1997, and filed with the Commission
                  on February 17, 1998; and
         (h)      The  description  of the Common Stock and related Common Stock
                  Purchase Rights included in the registration  statements filed
                  under the  Securities  Exchange  Act of 1934,  as amended (the
                  "Exchange  Act"),   under  File  No.  1-7725,   including  all
                  amendments  or reports  filed for the purpose of updating such
                  description.


         All  documents  filed by the  Company or the Plan  pursuant  to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
Registration Statement and prior to the filing of a post-effective  amendment to
this Registration  Statement which indicates that all of the securities  offered
hereby have been sold or which deregisters all of such securities then remaining
unsold shall be deemed to be  incorporated  by reference into this  Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement including financial statements contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the shares of Common Stock being registered pursuant to
this Registration  Statement has been passed upon by Jeremiah Fitzgerald,  Esq.,
Vice  President  and  General  Counsel of the  Company,  6111 North  River Road,
Rosemont,  Illinois 60018. As of the date of this  Registration  Statement,  Mr.
Fitzgerald  owned  35,702  shares  of  Common  Stock  of  the  Company  and  had
outstanding options to purchase 50,634 additional shares.




ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subsection (a) of Section 145 of the Delaware  General  Corporation Law
(the "DGCL")  empowers a  corporation  to  indemnify  any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that the person is or was a  director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably  believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  the
person's conduct was unlawful.

         Subsection  (b) of Section 145 of the DGCL  empowers a  corporation  to
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including  attorneys'  fees) actually and reasonably  incurred by the person in
connection  with the defense or  settlement of such action or suit if the person
acted in good faith and in a manner the person  reasonably  believed to be in or
not  opposed  to  the  best  interests  of  the  corporation,   except  that  no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation  unless and
only to the extent  that the Court of Chancery or the court in which such action
or  suit  was  brought  shall  determine  upon  application  that,  despite  the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
the Court of Chancery or such other court shall deem proper.

         Section 145 of DGCL  further  provides  that to the extent a present or
former director or officer of a corporation has been successful on the merits or
otherwise  in  defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections  (a) and (b) of Section  145,  or in defense of any claim,  issue or
matter therein,  such person shall be indemnified  against  expenses  (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
therewith;  that indemnification provided for by Section 145 shall not be deemed
exclusive  of any other rights to which the  indemnified  party may be entitled;
that  indemnification  provided  for by  Section  145  shall,  unless  otherwise
provided when authorized or ratified,  continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of such
person's heirs,  executors and  administrators;  and empowers the corporation to
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against any liability  asserted  against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the  corporation  would have the power to indemnify such person against such
liabilities  under  Section  145.  Article  VII of the bylaws of the  Registrant
provides,  in substance,  that the  Registrant  will indemnify its directors and
officers to the full extent permitted by Section 145 of the DGCL.

         Also, as permitted by the DGCL, Article 13 of the Registrant's Restated
Certificate of Incorporation  eliminates the personal liability of each director
of the Registrant to the  Registrant or its  stockholders  for monetary  damages
arising out of or resulting from any breach of his fiduciary duty as a director,
except where such director (i) breached his duty of loyalty to the Registrant or
its  stockholders,  (ii)  failed to act in good faith or engaged in  intentional
misconduct or a knowing  violation of the law, (iii) violated Section 174 of the
DGCL or (iv) obtained an improper personal benefit.

         The Registrant  maintains  policies  insuring its and its subsidiaries'
officers and directors  against  certain  liabilities  for actions taken in such
capacities  including,  subject to  certain  exemptions,  liabilities  under the
Securities Act of 1933, as amended (the "Securities Act").



<PAGE>






ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.  EXHIBITS.

         4.10     Restated  Certificate of  Incorporation  of the Registrant (as
                  amended to date) (hereby  incorporated by reference to Exhibit
                  4.1 to the  Registrant's  Registration  Statement on Forms S-8
                  and S-3, File No. 33-20715, filed March 8, 1988)

         4.20     Certificate  of  Designations  with respect to the Company's 8
                  3/4% Cumulative  Preferred Stock,  Series A, as filed with the
                  Secretary of State of the State of Delaware on  September  18,
                  1992  (hereby  incorporated  by reference to Exhibit 4.1 filed
                  with the Company's  Current Report on Form 8-K dated September
                  17, 1992, as filed with the Commission  October 9, 1992,  File
                  No. 1-7725)

         4.30     Certificate  of  Designations  with respect to the Company's 8
                  3/4% Cumulative  Preferred Stock,  Series B, as filed with the
                  Secretary  of State of the State of  Delaware  on July 2, 1993
                  (hereby  incorporated  by  reference to Exhibit 4.1 filed with
                  the Company's  Current Report on Form 8-K dated June 30, 1993,
                  as filed with the Commission July 21, 1993, File No. 1-7725)

         4.40     Certificate of Designation,  Preferences and Right of Series C
                  Junior  Participating  Preferred Stock (hereby incorporated by
                  reference  to  Exhibit  4.1 filed with the  Company's  Current
                  Report on Form 8-K dated  November 5, 1997,  as filed with the
                  Commission November 6, 1997, File No. 1-7725)

         4.50     By-Laws of Registrant dated November 4, 1997  (incorporated by
                  reference  to  Exhibit  3.1 filed with the  Company's  Current
                  Report on Form 8-K dated  November 12, 1997, as filed with the
                  Commission on November 14, 1997, File No. 1-7725)

         5.00     Opinion of Counsel

         23.10    Consent of Counsel  (contained in the opinion filed as Exhibit
                  5.00 to this Registration Statement)

         23.20    Consent of KPMG Peat Marwick LLP

         
         24.00    Power of  Attorney  (included  on the  signature  page of this
                  Registration Statement)

         The undersigned Registrant hereby undertakes to submit or has submitted
the Plan and any amendment  thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan.



<PAGE>




ITEM 9.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement:

         (a)      To include any prospectus  required by Section 10(a)(3) of the
                  Securities Act;

                  (b) To reflect in the  prospectus  any facts or events arising
                  after the effective  date of this  Registration  Statement (or
                  the  most  recent  post-effective  amendment  thereof)  which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in this  Registration
                  Statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b)  promulgated  under  the  Securities  Act  if,  in  the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20% change in the maximum aggregate  offering price set
                  forth in the  "Calculation of  Registration  Fee" table in the
                  effective registration statement.

                  (c) To include any  material  information  with respect to the
                  plan  of  distribution   not  previously   disclosed  in  this
                  Registration   Statement,  or  any  material  change  to  such
                  information in this Registration Statement;

                  provided,  however,  that paragraphs  (1)(a) and (1)(b) do not
                  apply  if  the  information  required  to  be  included  in  a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the Registrant pursuant to Section 13 or 15(d) of the Exchange
                  Act that are  incorporated  by reference in this  Registration
                  Statement;

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof;

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering; and

         (4)      That,  for purposes of  determining  any  liability  under the
                  Securities Act, each filing of the Registrant's  annual report
                  pursuant to Section  13(a) or 15(d) of the  Exchange Act (and,
                  where  applicable,  each filing of an employee  benefit plan's
                  annual  report  pursuant to Section 15(d) of the Exchange Act)
                  that  is  incorporated   by  reference  in  the   registration
                  statement shall be deemed to be a new  registration  statement
                  relating to the securities  offered therein,  and the offering
                  of such  securities  at that  time  shall be  deemed to be the
                  initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
<PAGE>


                                   SIGNATURES
         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Village of Rosemont, State of Illinois, on April 10, 1998.
                                 Comdisco, Inc.

                               By: /s/ Jack Slevin
                             Name: Jack Slevin, President
                        POWER OF ATTORNEY AND SIGNATURES
         Each person whose signature appears below constitutes and appoints Jack
Slevin, John J. Vosicky, and Nicholas K. Pontikes, or any one of them, each with
full power of  substitution  and  resubstitution,  such person's true and lawful
attorney-in-fact  and agent, in such person's name and on such person's  behalf,
in any and all capacities,  to sign any and all amendments to this  Registration
Statement,  including any post-effective  amendments, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities and Exchange Commission.
         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on April 10, 1998.

         Signature                                                         Title

/s/ Jack Slevin                              President, Chief Executive Officer,
Jack Slevin                                   Chairman of the Board and Director
                                                   (Principal Executive Officer)

/s/ John J. Vosicky                              Executive Vice President/ Chief
John J. Vosicky                                   Financial Officer and Director
                                                   (Principal Financial Officer)

/s/  David J. Keenan                        Senior Vice President and Controller
David J. Keenan                                   (Principal Accounting Officer)

/s/ Alan J. Andreini                                                   Director
Alan J. Andreini

/s/ Robert A. Bardagy                                                  Director
Robert A. Bardagy

/s/ C. Keith Hartley                                                   Director
C. Keith Hartley

/s/ Philip A. Hewes                                                    Director
Philip A. Hewes

/s/ Harry M. Jansen Kraemer, Jr.                                       Director
Harry M. Jansen Kraemer, Jr.

/s/ Rick Kash                                                          Director
Rick Kash

/s/ Carolyn L. Murphy                                                  Director
Carolyn L. Murphy

/s/ Thomas H. Patrick                                                  Director
Thomas H. Patrick

/s/ Nicholas K. Pontikes                                               Director
Nicholas K. Pontikes

/s/ William N. Pontikes                                                Director
William N. Pontikes

<PAGE>






THE  PLAN.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
amended,  the  Administrative  Committee  of  the  Plan  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized  in the Village of Rosement,  State of  Illinois,  on April 10,
1998.


                                                    THE COMDISCO RETIREMENT PLAN


                                               By:  The Administrative Committee



                                               By:    /s/ Jeremiah M. Fitzgerald
                                                  Jeremiah M. Fitzgerald, Member



                                               By:      /s/ Kevin J. Reardon
                                                        Kevin J. Reardon, Member



                                                By:      /s/ James J. Hyland
                                                         James J. Hyland, Member
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As filed with the Securities and Exchange Commission April 10, 1998
                Registration Statement No. ____________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                 COMDISCO, INC.
             (Exact Name of Registrant as Specified in Its Charter)

Delaware                                                              36-2687938
(State of Incorporation)                    (I.R.S. Employer Identification No.)
                6111 North River Road, Rosemont, Illinois 60018
               (Address of Principal Executive Offices)(Zip Code)

                            COMDISCO RETIREMENT PLAN
                            (Full Title of the Plan)

                                 Philip A. Hewes
                           Senior Vice President/Legal
                                 Comdisco, Inc.
                              6111 North River Road
                            Rosemont, Illinois 60018
                     (Name and Address of Agent For Service)
                                 (847) 698-3000
          (Telephone Number, Including Area Code, of Agent For Service)

                         Calculation of Registration Fee
-------------- ----------- ----------- ---------------  ---------------------
Title of         Amount     Proposed   Proposed
Securities       to be      Maximum    Maximum
to be          Registered   Offering   Aggregate            Amount of
Registered       (1) (2)    Price Per  Offering           Registration
                            Share(3)   Price(3)                Fee
-------------- ----------- ---------- ---------------   ---------------------
Common Stock,   250,000     $42.1875   $10,546,875         $3,111.33
  $.10 Par

(1)      In  addition,  pursuant to Rule 416(c) of the  Securities  Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests  to be offered or sold  pursuant to the  Comdisco  Retirement
         Plan.

(2)      Based on the estimated maximum number of shares issuable under the Plan
         as of April 3, 1998. This  Registration  Statement shall also cover any
         additional  shares of Common Stock which may become  issuable under the
         Comdisco Retirement Plan by reason of any stock dividend,  stock split,
         recapitalization or other similar transaction  effected without receipt
         of  consideration  which  results  in an  increase  in  the  number  of
         outstanding shares of Common Stock of Comdisco, Inc.

(3)      Estimated  solely for the purposes of calculating the  registration fee
         as  contemplated  by Rule 457(c) and (h)(1) and based on the average of
         the high and low prices of the Registrant's Common Stock as reported by
         the New York Stock Exchange on April 9, 1998.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         This Registration  Statement on Form S-8 relates to the registration of
shares of the common stock,  $0.10 par value per share (the "Common Stock"),  of
Comdisco,  Inc. (the "Company" or the  "Registrant")  to be issued in connection
with the Comdisco Retirement Plan (the "Plan").

         The following  documents or portions  thereof,  filed by the Company or
the Plan  with the  Commission  (File  No.  1-7725),  are  incorporated  in this
Registration Statement by reference and made a part hereof:

         (a)      The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended  September  30, 1997,  and filed with the  Commission on
                  December 23, 1997;
         (b)      The  Company's  Current  Report on Form 8-K dated  November 5,
                  1997, and filed with the Commission on November 5, 1997;
         (c)      The  Company's  Current  Report on Form 8-K dated  November 5,
                  1997, and filed with the Commission on November 5, 1997;
         (d)      The  Company's  Current  Report on Form 8-K dated  November 5,
                  1997, and filed with the Commission on November 6, 1997;
         (e)      The Company's  Current  Report on Form 8-K dated  November 12,
                  1997, and filed with the Commission on November 14, 1997;
         (f)      The  Company's  Current  Report on Form 8-K dated  January  7,
                  1998, and filed with the Commission on January 8, 1998;
         (g)      The Company's  Quarterly Report on Form 10-Q for the quarterly
                  period ended  December 31, 1997, and filed with the Commission
                  on February 17, 1998; and
         (h)      The  description  of the Common Stock and related Common Stock
                  Purchase Rights included in the registration  statements filed
                  under the  Securities  Exchange  Act of 1934,  as amended (the
                  "Exchange  Act"),   under  File  No.  1-7725,   including  all
                  amendments  or reports  filed for the purpose of updating such
                  description.

         All  documents  filed by the  Company or the Plan  pursuant  to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
Registration Statement and prior to the filing of a post-effective  amendment to
this Registration  Statement which indicates that all of the securities  offered
hereby have been sold or which deregisters all of such securities then remaining
unsold shall be deemed to be  incorporated  by reference into this  Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement including financial statements contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the shares of Common Stock being registered pursuant to
this Registration  Statement has been passed upon by Jeremiah Fitzgerald,  Esq.,
Vice  President  and  General  Counsel of the  Company,  6111 North  River Road,
Rosemont,  Illinois 60018. As of the date of this  Registration  Statement,  Mr.
Fitzgerald  owned  35,702  shares  of  Common  Stock  of  the  Company  and  had
outstanding options to purchase 50,634 additional shares.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subsection (a) of Section 145 of the Delaware  General  Corporation Law
(the "DGCL")  empowers a  corporation  to  indemnify  any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that the person is or was a  director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably  believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  the
person's conduct was unlawful.

         Subsection  (b) of Section 145 of the DGCL  empowers a  corporation  to
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above,  against  expenses
(including  attorneys'  fees) actually and reasonably  incurred by the person in
connection  with the defense or  settlement of such action or suit if the person
acted in good faith and in a manner the person  reasonably  believed to be in or
not  opposed  to  the  best  interests  of  the  corporation,   except  that  no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation  unless and
only to the extent  that the Court of Chancery or the court in which such action
or  suit  was  brought  shall  determine  upon  application  that,  despite  the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and  reasonably  entitled to indemnity for such expenses  which
the Court of Chancery or such other court shall deem proper.

         Section 145 of DGCL  further  provides  that to the extent a present or
former director or officer of a corporation has been successful on the merits or
otherwise  in  defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections  (a) and (b) of Section  145,  or in defense of any claim,  issue or
matter therein,  such person shall be indemnified  against  expenses  (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
therewith;  that indemnification provided for by Section 145 shall not be deemed
exclusive  of any other rights to which the  indemnified  party may be entitled;
that  indemnification  provided  for by  Section  145  shall,  unless  otherwise
provided when authorized or ratified,  continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit of such
person's heirs,  executors and  administrators;  and empowers the corporation to
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against any liability  asserted  against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the  corporation  would have the power to indemnify such person against such
liabilities  under  Section  145.  Article  VII of the bylaws of the  Registrant
provides,  in substance,  that the  Registrant  will indemnify its directors and
officers to the full extent permitted by Section 145 of the DGCL.

         Also, as permitted by the DGCL, Article 13 of the Registrant's Restated
Certificate of Incorporation  eliminates the personal liability of each director
of the Registrant to the  Registrant or its  stockholders  for monetary  damages
arising out of or resulting from any breach of his fiduciary duty as a director,
except where such director (i) breached his duty of loyalty to the Registrant or
its  stockholders,  (ii)  failed to act in good faith or engaged in  intentional
misconduct or a knowing  violation of the law, (iii) violated Section 174 of the
DGCL or (iv) obtained an improper personal benefit.

         The Registrant  maintains  policies  insuring its and its subsidiaries'
officers and directors  against  certain  liabilities  for actions taken in such
capacities  including,  subject to  certain  exemptions,  liabilities  under the
Securities Act of 1933, as amended (the "Securities Act").
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.  EXHIBITS.

         4.10     Restated  Certificate of  Incorporation  of the Registrant (as
                  amended to date) (hereby  incorporated by reference to Exhibit
                  4.1 to the  Registrant's  Registration  Statement on Forms S-8
                  and S-3, File No. 33-20715, filed March 8, 1988)

         4.20     Certificate  of  Designations  with respect to the Company's 8
                  3/4% Cumulative  Preferred Stock,  Series A, as filed with the
                  Secretary of State of the State of Delaware on  September  18,
                  1992  (hereby  incorporated  by reference to Exhibit 4.1 filed
                  with the Company's  Current Report on Form 8-K dated September
                  17, 1992, as filed with the Commission  October 9, 1992,  File
                  No. 1-7725)

         4.30     Certificate  of  Designations  with respect to the Company's 8
                  3/4% Cumulative  Preferred Stock,  Series B, as filed with the
                  Secretary  of State of the State of  Delaware  on July 2, 1993
                  (hereby  incorporated  by  reference to Exhibit 4.1 filed with
                  the Company's  Current Report on Form 8-K dated June 30, 1993,
                  as filed with the Commission July 21, 1993, File No. 1-7725)

         4.40     Certificate of Designation,  Preferences and Right of Series C
                  Junior  Participating  Preferred Stock (hereby incorporated by
                  reference  to  Exhibit  4.1 filed with the  Company's  Current
                  Report on Form 8-K dated  November 5, 1997,  as filed with the
                  Commission November 6, 1997, File No. 1-7725)

         4.50     By-Laws of Registrant dated November 4, 1997  (incorporated by
                  reference  to  Exhibit  3.1 filed with the  Company's  Current
                  Report on Form 8-K dated  November 12, 1997, as filed with the
                  Commission on November 14, 1997, File No. 1-7725)

         5.00     Opinion of Counsel

         23.10    Consent of Counsel  (contained in the opinion filed as Exhibit
                  5.00 to this Registration Statement)

         23.20    Consent of KPMG Peat Marwick LLP

         
         24.00    Power of  Attorney  (included  on the  signature  page of this
                  Registration Statement)

         The undersigned Registrant hereby undertakes to submit or has submitted
the Plan and any amendment  thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan.
ITEM 9.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement:

         (a)      To include any prospectus  required by Section 10(a)(3) of the
                  Securities Act;

                  (b) To reflect in the  prospectus  any facts or events arising
                  after the effective  date of this  Registration  Statement (or
                  the  most  recent  post-effective  amendment  thereof)  which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in this  Registration
                  Statement.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b)  promulgated  under  the  Securities  Act  if,  in  the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20% change in the maximum aggregate  offering price set
                  forth in the  "Calculation of  Registration  Fee" table in the
                  effective registration statement.

                  (c) To include any  material  information  with respect to the
                  plan  of  distribution   not  previously   disclosed  in  this
                  Registration   Statement,  or  any  material  change  to  such
                  information in this Registration Statement;

                  provided,  however,  that paragraphs  (1)(a) and (1)(b) do not
                  apply  if  the  information  required  to  be  included  in  a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the Registrant pursuant to Section 13 or 15(d) of the Exchange
                  Act that are  incorporated  by reference in this  Registration
                  Statement;

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof;

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering; and

         (4)      That,  for purposes of  determining  any  liability  under the
                  Securities Act, each filing of the Registrant's  annual report
                  pursuant to Section  13(a) or 15(d) of the  Exchange Act (and,
                  where  applicable,  each filing of an employee  benefit plan's
                  annual  report  pursuant to Section 15(d) of the Exchange Act)
                  that  is  incorporated   by  reference  in  the   registration
                  statement shall be deemed to be a new  registration  statement
                  relating to the securities  offered therein,  and the offering
                  of such  securities  at that  time  shall be  deemed to be the
                  initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES
         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Village of Rosemont, State of Illinois, on April 10, 1998.
                                 Comdisco, Inc.

                               By: /s/ Jack Slevin
                             Name: Jack Slevin, President
                        POWER OF ATTORNEY AND SIGNATURES
         Each person whose signature appears below constitutes and appoints Jack
Slevin, John J. Vosicky, and Nicholas K. Pontikes, or any one of them, each with
full power of  substitution  and  resubstitution,  such person's true and lawful
attorney-in-fact  and agent, in such person's name and on such person's  behalf,
in any and all capacities,  to sign any and all amendments to this  Registration
Statement,  including any post-effective  amendments, and to file the same, with
all exhibits  thereto and other  documents  in  connection  therewith,  with the
Securities and Exchange Commission.
         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on April 10, 1998.

         Signature                                                         Title

/s/ Jack Slevin                              President, Chief Executive Officer,
Jack Slevin                                   Chairman of the Board and Director
                                                   (Principal Executive Officer)

/s/ John J. Vosicky                              Executive Vice President/ Chief
John J. Vosicky                                   Financial Officer and Director
                                                   (Principal Financial Officer)

/s/  David J. Keenan                        Senior Vice President and Controller
David J. Keenan                                   (Principal Accounting Officer)

/s/ Alan J. Andreini                                                   Director
Alan J. Andreini

/s/ Robert A. Bardagy                                                  Director
Robert A. Bardagy

/s/ C. Keith Hartley                                                   Director
C. Keith Hartley

/s/ Philip A. Hewes                                                    Director
Philip A. Hewes

/s/ Harry M. Jansen Kraemer, Jr.                                       Director
Harry M. Jansen Kraemer, Jr.

/s/ Rick Kash                                                          Director
Rick Kash

/s/ Carolyn L. Murphy                                                  Director
Carolyn L. Murphy

/s/ Thomas H. Patrick                                                  Director
Thomas H. Patrick

/s/ Nicholas K. Pontikes                                               Director
Nicholas K. Pontikes

/s/ William N. Pontikes                                                Director
William N. Pontikes
THE  PLAN.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
amended,  the  Administrative  Committee  of  the  Plan  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized  in the Village of Rosement,  State of  Illinois,  on April 10,
1998.

                                                    THE COMDISCO RETIREMENT PLAN

                                               By:  The Administrative Committee

                                               By:    /s/ Jeremiah M. Fitzgerald
                                                  Jeremiah M. Fitzgerald, Member

                                               By:      /s/ Kevin J. Reardon
                                                        Kevin J. Reardon, Member

                                                By:      /s/ James J. Hyland
                                                         James J. Hyland, Member