As filed with the Securities and Exchange Commission January 29, 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, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
                                       and
                    COMDISCO, INC. 1998 STOCK OPTION PROGRAM
                            (Full title of the plans)

                                 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(1)     Share(2)   Price(2)             Fee

Common Stock      10,355,000        $31.625    $327,476,875         $96,625.00
$.10 Par

(1)      Based on the  estimated  maximum  number of shares  issuable  under the
         Plans as of January 23, 1998.  This  Registration  Statement shall also
         cover any additional  shares of Common Stock which may become  issuable
         under the  Comdisco,  Inc.  1998  Employee  Stock  Purchase Plan or the
         Comdisco,  Inc.  1998  Stock  Option  Program  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.

(2)      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 January 23, 1998, 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, 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; and
         (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 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  31,032  shares  of  Common  Stock  of  the  Company  and  had
outstanding options to purchase 55,134 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 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, 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  any  person  who is or was 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.

         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 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)

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;
<PAGE>

                  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 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.


<PAGE>


                                   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 January 29, 1998.

                                 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                     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
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22132}]
{"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": "333-45263", "film-number": "98517783"}, "business-address": {"street1": "6111 N RIVER RD", "city": "ROSEMONT", "state": "IL", "zip": "60018", "phone": "8476983000"}, "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 January 29, 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, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
                                       and
                    COMDISCO, INC. 1998 STOCK OPTION PROGRAM
                            (Full title of the plans)

                                 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(1)     Share(2)   Price(2)             Fee

Common Stock      10,355,000        $31.625    $327,476,875         $96,625.00
$.10 Par

(1)      Based on the  estimated  maximum  number of shares  issuable  under the
         Plans as of January 23, 1998.  This  Registration  Statement shall also
         cover any additional  shares of Common Stock which may become  issuable
         under the  Comdisco,  Inc.  1998  Employee  Stock  Purchase Plan or the
         Comdisco,  Inc.  1998  Stock  Option  Program  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.

(2)      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 January 23, 1998, 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, 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; and
         (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 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  31,032  shares  of  Common  Stock  of  the  Company  and  had
outstanding options to purchase 55,134 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 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, 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  any  person  who is or was 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.

         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 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)

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 with or furnished to the Commission 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 January 29, 1998.

                                 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                     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