As filed with the Securities and Exchange Commission September 26, 1996
                     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. 1989 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
          COMDISCO, INC. 1995 LONG-TERM STOCK OWNERSHIP INCENTIVE 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    4,065,000        $28.375     $115,344,375   $39,773.92
    $.10 Par        Shares
(*)     Estimated  solely for purposes of calculating the registration fee under
        Rule 457(h) and Rule 457(c),  based upon the average of the high and low
        prices for the Company's  Common Stock on September 20, 1996 as reported
        on the New York Stock Exchange.


<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.               INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents filed by Comdisco,  Inc. (the  "Company")  with
 the Commission  (File No. 1-7725) are incorporated in this Prospectus by
 reference:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
     September 30, 1995 and filed with the Commission on December 20, 1995.

     (b) The  Company's  Quarterly  Report  on Form 10-Q for the  quarter  ended
     December 31, 1995 and filed with the Commission on February 9, 1996.

     (c) The Company's Quarterly Report on Form 10-Q for the quarter ended March
     31, 1996 and filed with the Commission on May 15, 1996.

     (d) The Company's  Quarterly Report on Form 10-Q for the quarter ended June
     30, 1996 and filed with the  Commission on July 30, 1996, as amended by the
     Company's  Form 10-Q/A dated August 15, 1996 and filed with the  Commission
     on August 16, 1996.

     (e) The Company's  Current  Report on Form 8-K dated January 12, 1996 and 
     filed with the Commission on January 17, 1996.

     (f) The  Company's  Current  Report on Form 8-K dated  February 7, 1996 and
     filed with the Commission on February 17, 1996.

     (g) The description of Common Stock contained in the Form 8-A  Registration
     Statement  filed by the Company under the  Securities  Exchange Act of 1934
     (the  "Exchange  Act") on September 15, 1988 and all  amendments or reports
     filed for the purpose of updating such description.

     (h) The description of the Company's Common Stock Purchase Rights contained
     in the Form 8-A  Registration  Statement  and filed with the  Commission on
     November 20, 1987,  as amended by Form 8-A/A and filed with the  Commission
     on December 6, 1994.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Exchange Act after the  effective  date of the  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all  securities  offered  hereby  have been sold or which  deregisters  all
securities  remaining  unsold,  shall be deemed to be  incorporated by reference
herein and to be a part hereof  from the date of the filing of such  reports and
documents. 

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 M.  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  18,686  shares of the  Common  Stock of the  Company  and had
outstanding options to purchase 39,226 additional shares.

ITEM 6.             INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subsection  (a) of Section  145 of the General  Corporation  Law of the
State of Delaware (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 claims  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 the DGCL further  provides that to the extent a director
or officer of a  corporation  has been  successful on the merits or otherwise in
the 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  or officer 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 VIII of the
by-laws 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 (the "Securities Act").

ITEM 7.               EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.               EXHIBITS.

4(a)              Restated Certificate of Incorporation of  Comdisco, Inc. dated
                  February 12, 1988

                  Incorporated  by  references  to  Exhibit  4.1 filed  with the
                  Company's  Registration Statement on Forms S-8 & S-3, File No.
                  33-20715, filed March 8, 1988.

4(b)              By-Laws of Comdisco, Inc., as amended July 23, 1996

4(c)              Shareholder Rights Agreement dated November 18, 1987, as 
                  amended and Restated as of November 7, 1994

                  Incorporated  by  reference  to  Exhibit  4.1  filed  with the
                  Company's  Current Report on Form 8-K, filed December 6, 1994,
                  File No. 1-7725.

4(d)              Comdisco, Inc. 1989 Non-Employee Directors' Stock Option Plan

                  Incorporated  by  reference  to Exhibit  10.08  filed with the
                  Company's  Annual Report for the year ended September 30, 1995
                  on Form 10-K, File No. 1-7725.

4(e)              Comdisco, Inc. 1995 Long-Term Stock Ownership Incentive Plan

                  Incorporated  by  reference  to Exhibit  10.01  filed with the
                  Company's  Quarterly Report for the quarter ended December 31,
                  1995 on Form 10-Q.

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;

           (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 Section  15(d) of 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 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 herein,  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 provisions  described above in Item 6, 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  sealed  by  controlling
precedents,  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 of 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 the 25th day of
September, 1996.

                                                           COMDISCO, INC.


                                                         By: /s/ Jack Slevin
                                                         -------------------
                                                        Jack Slevin, President

         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.
<TABLE>
<CAPTION>

    Signature                                                       Title                           Date
    ---------                                                       -----                           ----
<S>                                                                 <C>                             <C>
/s/ Jack Slevin                                                     Chairman of the Board,          September 25, 1996
(Jack Slevin)                                                       President and Director
                                                                    (Principal Executive Officer)


/s/ John J. Vosicky                                                 Executive Vice                  September 25, 1996
(John J. Vosicky                                                    President/Chief Financial
                                                                    Officer and Director
                                                                    (Principal Financial Officer)


/s/ David J. Keenan                                                 Vice President and Controller   September 25, 1996
(David J. Keenan)                                                   (Principal Accounting Officer)



/s/ Alan J. Andreini                                                Director                        September 25, 1996
(Alan J. Andreini)

/s/ Robert A. Bardagy                                               Director                        September 25, 1996
(Robert A. Bardagy)

/s/ Edward H. Fiedler, Jr                                           Director                        September 25, 1996
(Edward H. Fiedler, Jr.)

/s/ C. Keith Hartley                                                Director                        September 25, 1996
(C. Keith Hartley)

/s/ Philip A. Hewes                                                 Director                        September 25, 1996
 (Philip A. Hewes)

/s/ Rick Kash                                                       Director                        September 25, 1996
(Rick Kash)

/s/ Thomas H. Patrick                                               Director                        September 25, 1996
(Thomas H. Patrick)

/s/ Nicholas K. Pontikes                                            Director                        September 25, 1996
(Nicholas K. Pontikes)

/s/ William N. Pontikes                                             Director                        September 25, 1996
(William N. Pontikes)

/s/ Basil R. Twist, Jr                                              Director                        September 25, 1996
(Basil R. Twist, Jr.)

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19733}]
{"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": "333-12765", "film-number": "96635094"}, "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 September 26, 1996
                     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. 1989 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
          COMDISCO, INC. 1995 LONG-TERM STOCK OWNERSHIP INCENTIVE 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    4,065,000        $28.375     $115,344,375   $39,773.92
    $.10 Par        Shares
(*)     Estimated  solely for purposes of calculating the registration fee under
        Rule 457(h) and Rule 457(c),  based upon the average of the high and low
        prices for the Company's  Common Stock on September 20, 1996 as reported
        on the New York Stock Exchange.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.               INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents filed by Comdisco,  Inc. (the  "Company")  with
 the Commission  (File No. 1-7725) are incorporated in this Prospectus by
 reference:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
     September 30, 1995 and filed with the Commission on December 20, 1995.

     (b) The  Company's  Quarterly  Report  on Form 10-Q for the  quarter  ended
     December 31, 1995 and filed with the Commission on February 9, 1996.

     (c) The Company's Quarterly Report on Form 10-Q for the quarter ended March
     31, 1996 and filed with the Commission on May 15, 1996.

     (d) The Company's  Quarterly Report on Form 10-Q for the quarter ended June
     30, 1996 and filed with the  Commission on July 30, 1996, as amended by the
     Company's  Form 10-Q/A dated August 15, 1996 and filed with the  Commission
     on August 16, 1996.

     (e) The Company's  Current  Report on Form 8-K dated January 12, 1996 and 
     filed with the Commission on January 17, 1996.

     (f) The  Company's  Current  Report on Form 8-K dated  February 7, 1996 and
     filed with the Commission on February 17, 1996.

     (g) The description of Common Stock contained in the Form 8-A  Registration
     Statement  filed by the Company under the  Securities  Exchange Act of 1934
     (the  "Exchange  Act") on September 15, 1988 and all  amendments or reports
     filed for the purpose of updating such description.

     (h) The description of the Company's Common Stock Purchase Rights contained
     in the Form 8-A  Registration  Statement  and filed with the  Commission on
     November 20, 1987,  as amended by Form 8-A/A and filed with the  Commission
     on December 6, 1994.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Exchange Act after the  effective  date of the  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all  securities  offered  hereby  have been sold or which  deregisters  all
securities  remaining  unsold,  shall be deemed to be  incorporated by reference
herein and to be a part hereof  from the date of the filing of such  reports and
documents. 

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 M.  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  18,686  shares of the  Common  Stock of the  Company  and had
outstanding options to purchase 39,226 additional shares.

ITEM 6.             INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Subsection  (a) of Section  145 of the General  Corporation  Law of the
State of Delaware (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 claims  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 the DGCL further  provides that to the extent a director
or officer of a  corporation  has been  successful on the merits or otherwise in
the 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  or officer 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 VIII of the
by-laws 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 (the "Securities Act").

ITEM 7.               EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.               EXHIBITS.

4(a)              Restated Certificate of Incorporation of  Comdisco, Inc. dated
                  February 12, 1988

                  Incorporated  by  references  to  Exhibit  4.1 filed  with the
                  Company's  Registration Statement on Forms S-8 & S-3, File No.
                  33-20715, filed March 8, 1988.

4(b)              By-Laws of Comdisco, Inc., as amended July 23, 1996

4(c)              Shareholder Rights Agreement dated November 18, 1987, as 
                  amended and Restated as of November 7, 1994

                  Incorporated  by  reference  to  Exhibit  4.1  filed  with the
                  Company's  Current Report on Form 8-K, filed December 6, 1994,
                  File No. 1-7725.

4(d)              Comdisco, Inc. 1989 Non-Employee Directors' Stock Option Plan

                  Incorporated  by  reference  to Exhibit  10.08  filed with the
                  Company's  Annual Report for the year ended September 30, 1995
                  on Form 10-K, File No. 1-7725.

4(e)              Comdisco, Inc. 1995 Long-Term Stock Ownership Incentive Plan

                  Incorporated  by  reference  to Exhibit  10.01  filed with the
                  Company's  Quarterly Report for the quarter ended December 31,
                  1995 on Form 10-Q.

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;

           (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 Section  15(d) of 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 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 herein,  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 provisions  described above in Item 6, 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  sealed  by  controlling
precedents,  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 of 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 the 25th day of
September, 1996.

                                                           COMDISCO, INC.

                                                         By: /s/ Jack Slevin
                                                         -------------------
                                                        Jack Slevin, President

         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                           Date
    ---------                                                       -----                           ----
/s/ Jack Slevin                                                     Chairman of the Board,          September 25, 1996
(Jack Slevin)                                                       President and Director
                                                                    (Principal Executive Officer)

/s/ John J. Vosicky                                                 Executive Vice                  September 25, 1996
(John J. Vosicky                                                    President/Chief Financial
                                                                    Officer and Director
                                                                    (Principal Financial Officer)

/s/ David J. Keenan                                                 Vice President and Controller   September 25, 1996
(David J. Keenan)                                                   (Principal Accounting Officer)

/s/ Alan J. Andreini                                                Director                        September 25, 1996
(Alan J. Andreini)

/s/ Robert A. Bardagy                                               Director                        September 25, 1996
(Robert A. Bardagy)

/s/ Edward H. Fiedler, Jr                                           Director                        September 25, 1996
(Edward H. Fiedler, Jr.)

/s/ C. Keith Hartley                                                Director                        September 25, 1996
(C. Keith Hartley)

/s/ Philip A. Hewes                                                 Director                        September 25, 1996
 (Philip A. Hewes)

/s/ Rick Kash                                                       Director                        September 25, 1996
(Rick Kash)

/s/ Thomas H. Patrick                                               Director                        September 25, 1996
(Thomas H. Patrick)

/s/ Nicholas K. Pontikes                                            Director                        September 25, 1996
(Nicholas K. Pontikes)

/s/ William N. Pontikes                                             Director                        September 25, 1996
(William N. Pontikes)

/s/ Basil R. Twist, Jr                                              Director                        September 25, 1996
(Basil R. Twist, Jr.)