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)

                  1999 Non-Employee Directors Stock Option Plan
                            (Full Title of the Plan)

                             Jeremiah M. Fitzgerald

                     Vice President and Chief Legal Officer

                                 Comdisco, Inc.

                              6111 North River Road
                            Rosemont, Illinois 60018

                     (Name and Address of Agent For Service)
                                 (847) 698-3000

          (Telephone Number, Including Area Code, of Agent For Service)

                         Calculation of Registration Fee

--------------- -----------  ----------- ---------------   ---------------------
Title of         Amount      Proposed    Proposed               Amount of
Securities       to be       Maximum     Maximum              Registration
to be          Registered    Offering    Aggregate                 Fee
Registered       (1)         Price Per   Offering
                             Share(2)    Price(2)
--------------- -----------  ----------  ---------------   ---------------------
Common Stock,    900,000     $43.8750    $39,487,500           $10,424.70
  $.10 Par(3)

(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common  Stock  which  may  become  issuable  under  the  1999  Non-Employee
     Directors Stock Option Plan by reason of any stock  dividend,  stock split,
     recapitalization or other similar  transaction  effected without receipt of
     consideration  which  results in an increase  in the number of  outstanding
     shares of Common Stock of Comdisco, Inc.

(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  April 3, 2000, the latest  practicable date prior to the
     filing of the Registration Statement.

(3)  Includes the preferred  stock purchase  rights  associated  with the Common
     Stock which will be issued for no additional consideration.





                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN 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
               ending on September  30, 1999 and filed with   the  Commission on
               December 22,  1999,  and as  amended by Form  10-K/A   filed with
               the Commission on February 24, 2000.

        (b)    The Company's Quarterly Report for the quarter ended December 31,
               1999 on Form 10-Q  filed  with the  Commission  on  February  14,
               2000, and as  amended   by Form  10-Q/A filed with the Commission
               on February 29, 2000.

        (c)    The  Company's   Current  Report  on  Form  8-K  filed  with  the
               Commission on March 9, 2000.

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



ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.



ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the shares of Common Stock being registered pursuant to
this  Registration  Statement  has been passed  upon by Jeremiah M.  Fitzgerald,
Esq.,  Vice  President and Chief Legal Officer of the Company,  6111 North River
Road, Rosemont,  Illinois 60018. As of the date of this Registration  Statement,
Mr.  Fitzgerald  owned  71,292  shares of Common  Stock of the  Company  and had
outstanding options to purchase 164,415 additional shares.



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

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

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

         The Registrant  maintains  policies  insuring its and its subsidiaries'
officers and directors  against  certain  liabilities  for actions taken in such
capacities  including,  subject to  certain  exemptions,  liabilities  under the
Securities Act of 1933, as amended (the  "Securities  Act").  The Registrant has
also agreed to  indemnify  officers  and  directors of the Company to the extent
that such insurance does not provide full reimbursement for such liabilities.



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.



ITEM 8.  EXHIBITS.

         4.10   Restated Certificate of Incorporation of Comdisco dated February
                12,  1988  which  is  incorporated  by reference to Exhibit 4.10
                filed with the Company's Registration  Statement  on  Forms  S-8
                and S-3, File No. 33-20715,  filed March 8, 1988.

         4.20   Certificate   of    Amendment   of   Restated   Certificate   of
                Incorporation dated February 3, 1998 which  is  incorporated  by
                reference to Exhibit 3.02 filed with  the   Company's  Form 10-K
                dated  September  30, 1998, and  filed  with the  Commission  on
                December 30, 1998.

         4.30   By-Laws  of  Comdisco  dated   November   4,   1998   which  are
                incorporated by reference   to   Exhibit   3.10 filed  with  the
                Company's  Current  Report on Form 8-K dated  November 12, 1997,
                as filed with the Commission November 14, 1997, File No. 1-7725.

         4.40   Rights  Agreement,   dated  as  of  November  17, 1997,  between
                Comdisco and ChaseMellon Shareholder Services, L.L.C., as Rights
                Agent, which includes as Exhibit A thereto  the  Certificate  of
                Designation,   Preferences   and   Right  of  Series  C  Junior
                Participating  Preferred Stock and as Exhibit B thereto the Form
                of Rights  Certificate  which is  incorporated by  reference  to
                Exhibit 4.10 filed with the  Company's   Current  Report on Form
                8-K dated   November  6, 1997,  as  filed  with  the  Commission
                November 6, 1997, File No 1-7725.

         5.10   Opinion Letter of Jeremiah M. Fitzgerald dated April 4, 2000.

        23.10   Consent of Counsel (contained in the  opinion  letter  filed  as
                Exhibit 5.10 to this Registration Statement)

        23.20   Consent of KPMG LLP.

        24.10   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;

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

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

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

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

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

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

                                   SIGNATURES
         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
Authorized, in the Village of Rosemont, State of Illinois, on April 4, 2000.

                                   Comdisco, Inc.



                                   By: /s/ Nicholas K. Pontikes
                                   Name: Nicholas K. Pontikes President
                                            and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES
         Each person whose  signature  appears  below  constitutes  and appoints
Philip A. Hewes, John J. Vosicky, and Nicholas K. Pontikes,  or any one of them,
each with full power of substitution and resubstitution,  such person's true and
lawful  attorney-in-fact  and agent,  in such person's name and on such person's
behalf,  in any  and all  capacities,  to sign  any and all  amendments  to this
Registration Statement, including any post-effective amendments, and to file the
same,  with all exhibits  thereto and other  documents in connection  therewith,
with the Securities and Exchange Commission.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated and on the dates indicated.

        Signature                                                          Title

/s/ Nicholas K. Pontikes                  President, Chief Executive Officer and
Nicholas K. Pontikes                      Director (Principal Executive Officer)

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

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


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

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

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

                                          Director
Rick Kash

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

                                          Director
Carolyn L. Murphy

                                          Director
Thomas H. Patrick

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

                                          Director
Jim Voelker
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 21304}]
{"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": "333-34032", "film-number": "593631"}, "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"}}
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)

                  1999 Non-Employee Directors Stock Option Plan
                            (Full Title of the Plan)

                             Jeremiah M. Fitzgerald

                     Vice President and Chief Legal Officer

                                 Comdisco, Inc.

                              6111 North River Road
                            Rosemont, Illinois 60018

                     (Name and Address of Agent For Service)
                                 (847) 698-3000

          (Telephone Number, Including Area Code, of Agent For Service)

                         Calculation of Registration Fee

--------------- -----------  ----------- ---------------   ---------------------
Title of         Amount      Proposed    Proposed               Amount of
Securities       to be       Maximum     Maximum              Registration
to be          Registered    Offering    Aggregate                 Fee
Registered       (1)         Price Per   Offering
                             Share(2)    Price(2)
--------------- -----------  ----------  ---------------   ---------------------
Common Stock,    900,000     $43.8750    $39,487,500           $10,424.70
  $.10 Par(3)

(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common  Stock  which  may  become  issuable  under  the  1999  Non-Employee
     Directors Stock Option Plan by reason of any stock  dividend,  stock split,
     recapitalization or other similar  transaction  effected without receipt of
     consideration  which  results in an increase  in the number of  outstanding
     shares of Common Stock of Comdisco, Inc.

(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  April 3, 2000, the latest  practicable date prior to the
     filing of the Registration Statement.

(3)  Includes the preferred  stock purchase  rights  associated  with the Common
     Stock which will be issued for no additional consideration.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN 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
               ending on September  30, 1999 and filed with   the  Commission on
               December 22,  1999,  and as  amended by Form  10-K/A   filed with
               the Commission on February 24, 2000.

        (b)    The Company's Quarterly Report for the quarter ended December 31,
               1999 on Form 10-Q  filed  with the  Commission  on  February  14,
               2000, and as  amended   by Form  10-Q/A filed with the Commission
               on February 29, 2000.

        (c)    The  Company's   Current  Report  on  Form  8-K  filed  with  the
               Commission on March 9, 2000.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the shares of Common Stock being registered pursuant to
this  Registration  Statement  has been passed  upon by Jeremiah M.  Fitzgerald,
Esq.,  Vice  President and Chief Legal Officer of the Company,  6111 North River
Road, Rosemont,  Illinois 60018. As of the date of this Registration  Statement,
Mr.  Fitzgerald  owned  71,292  shares of Common  Stock of the  Company  and had
outstanding options to purchase 164,415 additional shares.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

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

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

         The Registrant  maintains  policies  insuring its and its subsidiaries'
officers and directors  against  certain  liabilities  for actions taken in such
capacities  including,  subject to  certain  exemptions,  liabilities  under the
Securities Act of 1933, as amended (the  "Securities  Act").  The Registrant has
also agreed to  indemnify  officers  and  directors of the Company to the extent
that such insurance does not provide full reimbursement for such liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         4.10   Restated Certificate of Incorporation of Comdisco dated February
                12,  1988  which  is  incorporated  by reference to Exhibit 4.10
                filed with the Company's Registration  Statement  on  Forms  S-8
                and S-3, File No. 33-20715,  filed March 8, 1988.

         4.20   Certificate   of    Amendment   of   Restated   Certificate   of
                Incorporation dated February 3, 1998 which  is  incorporated  by
                reference to Exhibit 3.02 filed with  the   Company's  Form 10-K
                dated  September  30, 1998, and  filed  with the  Commission  on
                December 30, 1998.

         4.30   By-Laws  of  Comdisco  dated   November   4,   1998   which  are
                incorporated by reference   to   Exhibit   3.10 filed  with  the
                Company's  Current  Report on Form 8-K dated  November 12, 1997,
                as filed with the Commission November 14, 1997, File No. 1-7725.

         4.40   Rights  Agreement,   dated  as  of  November  17, 1997,  between
                Comdisco and ChaseMellon Shareholder Services, L.L.C., as Rights
                Agent, which includes as Exhibit A thereto  the  Certificate  of
                Designation,   Preferences   and   Right  of  Series  C  Junior
                Participating  Preferred Stock and as Exhibit B thereto the Form
                of Rights  Certificate  which is  incorporated by  reference  to
                Exhibit 4.10 filed with the  Company's   Current  Report on Form
                8-K dated   November  6, 1997,  as  filed  with  the  Commission
                November 6, 1997, File No 1-7725.

         5.10   Opinion Letter of Jeremiah M. Fitzgerald dated April 4, 2000.

        23.10   Consent of Counsel (contained in the  opinion  letter  filed  as
                Exhibit 5.10 to this Registration Statement)

        23.20   Consent of KPMG LLP.

        24.10   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;

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

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

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

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

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

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

                                   SIGNATURES
         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
Authorized, in the Village of Rosemont, State of Illinois, on April 4, 2000.

                                   Comdisco, Inc.

                                   By: /s/ Nicholas K. Pontikes
                                   Name: Nicholas K. Pontikes President
                                            and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES
         Each person whose  signature  appears  below  constitutes  and appoints
Philip A. Hewes, John J. Vosicky, and Nicholas K. Pontikes,  or any one of them,
each with full power of substitution and resubstitution,  such person's true and
lawful  attorney-in-fact  and agent,  in such person's name and on such person's
behalf,  in any  and all  capacities,  to sign  any and all  amendments  to this
Registration Statement, including any post-effective amendments, and to file the
same,  with all exhibits  thereto and other  documents in connection  therewith,
with the Securities and Exchange Commission.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated and on the dates indicated.

        Signature                                                          Title

/s/ Nicholas K. Pontikes                  President, Chief Executive Officer and
Nicholas K. Pontikes                      Director (Principal Executive Officer)

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

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

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

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

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

                                          Director
Rick Kash

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

                                          Director
Carolyn L. Murphy

                                          Director
Thomas H. Patrick

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

                                          Director
Jim Voelker