As filed with the Securities and Exchange Commission July 25, 1997
                 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, INC. OUTSIDE DIRECTOR DEFERRED FEE OPTION 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                      Proposed          Proposed
of                         Maximum           Maximum                Amount
Securities     Amount      Offering          Aggregate              of
to be          to be       Price Per         Offering               Registration
Registered     Registered  Share (*)         Price (*)              Fee
----------     ----------  ---------         ---------              ---

Common Stock   150,000     $28.0365          $4,205,475             $1,261.64
$.10 Par

(*)      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 July 22, 1997,  the latest  practicable
         date prior to the filing of the Registration Statement.


<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").

         The following documents or portions thereof,  filed by the Company with
the Securities and Exchange  Commission (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, 1996,  and filed with the  Commission on
                  December 23, 1996;
         (b)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended  December 31,  1996,  and filed with the  Commission  on
                  February 15, 1997;
         (c)      The  Company's  Current  Report on Form 8-K dated  January 24,
                  1997, and filed with the Commission on January 27, 1997;
         (d)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 31, 1997, and filed with the Commission on May 15,
                  1997;
         (e)      The  Company's  Current  Report on Form 8-K dated May 1, 1997,
                  and filed with the Commission on May 1, 1997; and
         (f)      The  Company's  Current  Report on Form 8-K dated May 6, 1997,
                  and filed with the Commission on May 7, 1997.
         (g)      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 (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 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 have 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  31,032  shares  of  Common  Stock  of  the  Company  and  had
outstanding options under employee stock option plans of the Company to purchase
53,634 additional shares.



<PAGE>


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 he 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 him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he 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 his 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  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he 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 director,
officer, employee or agent 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, he shall be indemnified  against expenses (including  attorneys'
fees)  actually and  reasonably  incurred by him 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 a director,  officer,  employee or
agent of the corporation against any liability asserted against him and incurred
by him in any such  capacity,  or arising out of his status as such,  whether or
not the  corporation  would  have  the  power  to  indemnify  him  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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.



<PAGE>


ITEM 8.  EXHIBITS.

         5.       Opinion of Counsel

         23.      Consent of KPMG Peat Marwick LLP

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 of 1933, as amended (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 by the Registrant  pursuant to Section
                  13 or  15(d) of the  Exchange  Act of 1934,  as  amended  (the
                  "Exchange  Act"),  that are  incorporated  by reference in the
                  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



<PAGE>


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant  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 July 25, 1997.

                                 Comdisco, Inc.


                                                         By:  /s/ Jack Slevin
                                                            Name: Jack Slevin
                                                            Title:  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 and on the dates indicated.

         Signature                          Title
         ---------                          -----

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

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

/s/ David J. Keenan                         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


<PAGE>



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

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






<PAGE>


Exhibit 5

[Comdisco, Inc. Letterhead]

                                                                   July 25, 1997

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Ladies and Gentlemen:

         I am the Vice  President  and  General  Counsel of  Comdisco,  Inc.,  a
Delaware  corporation  (the  "Company").  The  Company is filing a  Registration
Statement on Form S-8  ("Registration  Statement")  under the  Securities Act of
1933, as amended (the "Act"), in connection with the registration  under the Act
of 150,000 shares (the "Shares") of the Common Stock,  par value $.10 per share,
of the  Company to be issued  pursuant  to awards  under the  Company's  Outside
Director Deferred Fee Option Plan (the "Plan").

         Assuming the  Registration  Statement is filed with and accepted by the
Securities  and  Exchange  Commission,  the Shares,  when issued and paid for in
accordance with the Plan, will be legally issued, fully paid and non-assessable.

         I hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration  Statement  and  the  reference  to me  under  the  heading  "Legal
Opinions" in the Registration Statement.

                                                Very truly yours,


                                                /s/ Jeremiah Fitzgerald
                                                Vice President & General Counsel


<PAGE>



                                                                      Exhibit 23

                       [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 on
Form S-8 of Comdisco,  Inc. of our reports dated  November 5, 1996,  relating to
the  consolidated  balance  sheets of  Comdisco,  Inc.  and  subsidiaries  as of
September  30,  1996  and  1995,  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, 1996, and the related financial  statement
schedule  which  reports  appear  in or are  incorporated  by  reference  in the
September 30, 1996 annual report on Form 10-K of Comdisco, Inc.

                                                       /s/ KPMG Peat Marwick LLP

July 25, 1997
Chicago, Illinois
[{"type": "S-8", "sequence": "1", "description": "OUTSIDE DIRECTOR DEFERRED COMP PLAN", "secsgml_size_bytes": 21844}]
{"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": "S-8", "act": "33", "file-number": "333-32215", "film-number": "97646379"}, "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"}}
As filed with the Securities and Exchange Commission July 25, 1997
                 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, INC. OUTSIDE DIRECTOR DEFERRED FEE OPTION 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                      Proposed          Proposed
of                         Maximum           Maximum                Amount
Securities     Amount      Offering          Aggregate              of
to be          to be       Price Per         Offering               Registration
Registered     Registered  Share (*)         Price (*)              Fee
----------     ----------  ---------         ---------              ---

Common Stock   150,000     $28.0365          $4,205,475             $1,261.64
$.10 Par

(*)      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 July 22, 1997,  the latest  practicable
         date prior to the filing of the Registration Statement.
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").

         The following documents or portions thereof,  filed by the Company with
the Securities and Exchange  Commission (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, 1996,  and filed with the  Commission on
                  December 23, 1996;
         (b)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended  December 31,  1996,  and filed with the  Commission  on
                  February 15, 1997;
         (c)      The  Company's  Current  Report on Form 8-K dated  January 24,
                  1997, and filed with the Commission on January 27, 1997;
         (d)      The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 31, 1997, and filed with the Commission on May 15,
                  1997;
         (e)      The  Company's  Current  Report on Form 8-K dated May 1, 1997,
                  and filed with the Commission on May 1, 1997; and
         (f)      The  Company's  Current  Report on Form 8-K dated May 6, 1997,
                  and filed with the Commission on May 7, 1997.
         (g)      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 (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 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 have 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  31,032  shares  of  Common  Stock  of  the  Company  and  had
outstanding options under employee stock option plans of the Company to purchase
53,634 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 he 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 him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he 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 his 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  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he 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 director,
officer, employee or agent 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, he shall be indemnified  against expenses (including  attorneys'
fees)  actually and  reasonably  incurred by him 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 a director,  officer,  employee or
agent of the corporation against any liability asserted against him and incurred
by him in any such  capacity,  or arising out of his status as such,  whether or
not the  corporation  would  have  the  power  to  indemnify  him  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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.
ITEM 8.  EXHIBITS.

         5.       Opinion of Counsel

         23.      Consent of KPMG Peat Marwick LLP

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 of 1933, as amended (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 by the Registrant  pursuant to Section
                  13 or  15(d) of the  Exchange  Act of 1934,  as  amended  (the
                  "Exchange  Act"),  that are  incorporated  by reference in the
                  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  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 July 25, 1997.

                                 Comdisco, Inc.

                                                         By:  /s/ Jack Slevin
                                                            Name: Jack Slevin
                                                            Title:  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 and on the dates indicated.

         Signature                          Title
         ---------                          -----

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

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

/s/ David J. Keenan                         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
Exhibit 5

[Comdisco, Inc. Letterhead]

                                                                   July 25, 1997

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Ladies and Gentlemen:

         I am the Vice  President  and  General  Counsel of  Comdisco,  Inc.,  a
Delaware  corporation  (the  "Company").  The  Company is filing a  Registration
Statement on Form S-8  ("Registration  Statement")  under the  Securities Act of
1933, as amended (the "Act"), in connection with the registration  under the Act
of 150,000 shares (the "Shares") of the Common Stock,  par value $.10 per share,
of the  Company to be issued  pursuant  to awards  under the  Company's  Outside
Director Deferred Fee Option Plan (the "Plan").

         Assuming the  Registration  Statement is filed with and accepted by the
Securities  and  Exchange  Commission,  the Shares,  when issued and paid for in
accordance with the Plan, will be legally issued, fully paid and non-assessable.

         I hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration  Statement  and  the  reference  to me  under  the  heading  "Legal
Opinions" in the Registration Statement.

                                                Very truly yours,

                                                /s/ Jeremiah Fitzgerald
                                                Vice President & General Counsel
Exhibit 23

                       [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 on
Form S-8 of Comdisco,  Inc. of our reports dated  November 5, 1996,  relating to
the  consolidated  balance  sheets of  Comdisco,  Inc.  and  subsidiaries  as of
September  30,  1996  and  1995,  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, 1996, and the related financial  statement
schedule  which  reports  appear  in or are  incorporated  by  reference  in the
September 30, 1996 annual report on Form 10-K of Comdisco, Inc.

                                                       /s/ KPMG Peat Marwick LLP

July 25, 1997
Chicago, Illinois