SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K/A
                                 AMENDMENT NO. 1


 [X]   Annual Report Pursuant to Section 13 or 15(d) of the Securities  Exchange
       Act of 1934 For the fiscal year ended September 30, 1998
                                       or
 [ ]   Transition  Report  Pursuant  to  Section  13 of 15(d) of the  Securities
       Exchange Act of 1934 For the transition  period from  ___________________
       to ________________

                          Commission file number 1-7725
                                 COMDISCO, INC.
                            (a Delaware Corporation)
                              6111 North River Road
                            Rosemont, Illinois 60018
                            Telephone (847) 698-3000
                I.R.S. Employer Identification Number 36-2687938
           Securities registered pursuant to Section 12(b) of the Act:

                                                         Name of each exchange
Titles of each class                                      on which registered
-------------------                                    -------------------------
Common Stock                                             New York Stock Exchange
$.10 par value                                      Chicago Stock Exchange, Inc.
Common Stock Purchase Rights                             New York Stock Exchange
                                                    Chicago Stock Exchange, Inc.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes X No. .

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The  aggregate  market  value of the common stock held by  nonaffiliates  of the
Registrant  as of  December  15,  1998  was  approximately  $1,633,000,000.  For
purposes of the foregoing calculation only, all directors and executive officers
of the registrant have been deemed  affiliates.  As of September 30, 1998, there
were  152,100,362  shares of the  Registrant's  common  stock,  $.10 par  value,
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:  None

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<PAGE>

EXPLANTORY  NOTE:  This  Amendment  No. 1 is being filed to correct  information
provided in  response to Item 11 of Form 10-K,  as  originally  incorporated  by
reference  to  the  Company's   Proxy   Statement  for  the  Annual  Meeting  of
Stockholders  held on January 26, 1999 and filed with the Commission on December
23, 1998. In its filing, the Company incorrectly included amounts in the columns
headed "5%" and "10%" for the options granted  pursuant to the Company's  Shared
Investment Plan.

Item 11. Executive Compensation

OPTION GRANTS IN LAST FISCAL YEAR

The following table presents additional information concerning the options shown
in the Summary Compensation Table for fiscal year 1998.
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------
                                                                            Potential Realizable Value at
                                     Individual Grants                      Assumed Annual Rates of Stock
                                                                            Price Appreciation for Option
                                                                                       Term<F3>
                  ---------------------------------------------------------------------------------------------
                    Number of    % of Total
                   Securities     Options /
                   Underlying   SARs Granted
                    Options /   to Employees   Exercise or
       Name       SARs Granted    in Fiscal    Base Price    Expiration       0%         5%          10%
                       (#)          1998         ($/Sh)         Date
---------------  -------------  ------------   -----------   ----------     -----      -------     ---------
  <S>                <C>              <C>         <C>          <C>           <C>        <C>        <C>
                                                
  Jack Slevin        55,050<F1>         .64       $ 15.88       10/1/07       $-0-      $549,776   $1,393,240
                    192,000<F2>        2.00         17.25<F2>  02/01/98        -0-         -0-<F2>       -0-<F2>
                     59,170             .68        13.625      09/30/08        -0-       507,009    1,284,861

  Nicholas K.        55,050<F1>         .64         15.88      10/01/07        -0-       549,776    1,393,240
  Pontikes          600,000<F2>        7.00         17.25<F2>  02/01/98        -0-         -0-<F2>       -0-<F2>
                     32,160             .37         13.625     09/30/08        -0-       275,569     698,346

  John C. Kenning    36,330<F1>         .42         15.88      10/01/07        -0-       362,822     919,462
                    132,000<F2>        1.00         17.25<F2>  02/01/98        -0-         -0-<F2>       -0-<F2>
                     26,690             .31         13.625     09/30/08        -0-       228,698     579,566

  William N.         22,020<F1>         .25         15.88      10/01/07        -0-       219,910     557,296
  Pontikes          192,000<F2>        2.00         17.25<F2>  02/01/98        -0-         -0-<F2>       -0-<F2>
                     26,690             .31         13.625     09/30/08        -0-       228,698     579,566

  John J. Vosicky    11,010<F1>         .13         15.88      10/01/07        -0-       109,955     278,648
                     64,000<F2>         .74         17.25<F2>  02/01/98        -0-         -0-<F2>       -0-<F2>
                     26,690             .31         13.625     09/30/08        -0-       228,698     579,566

---------------------------------------------------------------------------------------------------------------
<FN>

<F1>   Reflects  options  issued in lieu of cash  compensation  pursuant  to the
       "Cash-to-Option  alternative"  election  referenced  in the  Compensation
       Committee Report.

<F2>   Reflects options granted pursuant to the Company's Shared Investment Plan
       (the  "SIP") on  Sunday,  February  1,  1998  with a one-day  term and an
       exercise  price based on the closing price of the New York Stock Exchange
       on Friday,  January 30, 1998.  The options were  exercised on the date of
       grant by the named  executive.  Due to the  one-day  term of the  option,
       there was no potential  realizable  value for the option term.  Under the
       terms  of  the  voluntary  plan,  the  participants   took  out  personal
       full-recourse  loans to fund their  exercise  of the  options to purchase
       Common Stock at the January 30, 1998  closing  price of $17.25 per share.
       The loans borrowed from a commercial bank, are the personal obligation of
       the  participants.  The Company has agreed to guarantee  repayment to the
       bank in the event of a default by a participant. Pursuant to the SIP, the
       Company received  approximately  $109 million in cash from 106 members of
       the Company's senior  management team who  collectively  purchased over 6
       million shares of Common Stock.

                                      -2-
<PAGE>
       Under the terms of the SIP, there are several restrictions on the sale of
       the  purchased  shares.  Except in specified  and limited  circumstances,
       including death, disability and corporate control changes, no participant
       may sell any portion of the purchased shares before the first anniversary
       of the exercise date. In addition, no participant may sell any portion of
       the purchased  shares unless all principal,  interest and prepayment fees
       due on the loan  described  above have been paid or all sale proceeds are
       simultaneously  applied first to the payment of such amounts. The Company
       may take all action  relating to the  participant  and his or her assets,
       which the  Compensation  Committee  deems  reasonable and  necessary,  to
       obtain  full  reimbursement  for  amounts  the  Company  pays to the bank
       pursuant to its loan  guarantee,  in excess of its  obligation  under the
       risk  bearing  provision  described  below.  The  Company  has a right to
       repurchase  the  shares  five days after the date it  receives  notice of
       intent  to sell  from  the  participant  at the New York  Stock  Exchange
       closing price on the date notice is received.  The Company is entitled to
       50% of any gain upon sale or a voluntary termination of employment within
       three years of February 2, 1998.  For  participants  whose  employment is
       terminated due to death or disability while the loan is outstanding,  the
       Company will bear 100% of the loss, if any, which the participant  incurs
       upon the sale of the purchased  shares  within 60 days of the  employment
       termination.

<F3>   Comdisco  included  amounts  under  the  columns  labeled  "5%" and "10%"
       pursuant to certain  rules  promulgated  by the SEC and those amounts are
       not intended to forecast future appreciation, if any, in the price of the
       Comdisco common stock.  Such amounts are based on the assumption that the
       Named  Executive  Officers hold the options  granted for their full term.
       The actual value of the options will vary in  accordance  with the market
       price of the Comdisco common stock. The column headed "0%" is included to
       demonstrate  that the  options  were  granted  at fair  market  value and
       optionees  will not  recognize  any gain without an increase in the stock
       price, and any increase will benefit all stockholders proportionately.

</FN>
</TABLE>
                                      -3-
<PAGE>


SIGNATURES

Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities  Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                                              COMDISCO, INC.

DATE:  April 27, 1999                                    By: /s/ David J. Keenan
                                                                 David J. Keenan
                                                       Senior Vice President and
                                                            Corporate Controller


Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.



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

/s/ John J. Vosicky                                     /s/  Thomas H. Patrick
John J. Vosicky                                         Thomas H. Patrick
Chief Financial Officer (Principal                      Director
Financial Officer) and Director

/s/ David J. Keenan                                     /s/  William N. Pontikes
David J. Keenan                                         William N. Pontikes
Senior Vice President (Principal Accounting)            Director
Officer and Corporate Controller

/s/  Robert A. Bardagy                                 /s/   Rick Kash
Robert A. Bardagy                                      Rick Kash
Director                                               Director

/s/  Harry M. Jansen Kraemer, Jr.                     /s/    Carolyn L. Murphy
Harry M. Jansen Kraemer, Jr.                          Carolyn L. Murphy
Director                                              Director

/s/  C. Keith Hartley
C. Keith Hartley
Director
                                                 Each of the above signatures is
                                                    affixed as of April 27, 1999


                                      -4-