SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a)  of the  Securities  Exchange  Act of  1934  requires  Comdisco's
Officers  and  Directors,  and  persons  who own  more  than  ten  percent  of a
registered class of Comdisco's equity  securities,  to file reports of ownership
and changes in ownership with the Securities and Exchange Commission ("SEC") and
any national  securities  exchange on which such class of equity  securities  is
registered.  Officers,  Directors and greater than ten percent  stockholders are
required by SEC regulation to furnish  Comdisco with copies of all Section 16(a)
forms filed.

Based solely on the Company's review of the copies of such forms received by it,
or on written  representations  from certain  reporting  persons that no Forms 5
were required for those persons during fiscal year 1997, all filing requirements
applicable to its  Directors,  Officers and greater than ten percent  beneficial
owners  were  complied  with except as follows:  Messrs.  Vosicky,  Flohr and W.
Pontikes each did not timely file a monthly report of one transaction.  However,
Messrs.  Vosicky, Flohr and W. Pontikes did report these transactions on Forms 5
as soon as the omissions were discovered.

                       EXECUTIVE COMPENSATION AND BENEFITS

Summary Compensation Table

The following table sets forth certain  information with respect to compensation
for services in all  capacities  paid by Comdisco and its  subsidiaries  for the
past three fiscal years, to or on behalf of (i) Jack Slevin, Chairman, President
and Chief Executive Officer, (ii) each of the four other most highly compensated
Executive  Officers of Comdisco  serving on September  30, 1997,  and (iii) Alan
Andreini,  who was not  serving as an  Executive  Officer on the last day of the
fiscal year.

<TABLE>
<CAPTION>

                                                                                          Long-Term Compensation<F1>
                                                                                          ----------------------
                                                  Annual Compensation                  Awards               Payouts
                                           -------------------------------------- ----------------------  ----------
                                                                                              Securities
                                                                                  Restricted  Underlying   Long-Term       All Other
Name and Principal                                                   Other Annual      Stock     Options   Incentive    Compensation
Position                                 Year   Salary    Bonus    Compensation     Awards     (Shares)   Payouts     <F2>
----------------------------------------   ----   ------    -----    ------------- ---------  -----------  ----------   ------------
<S>                                       <C>    <C>       <C>          <C>          <C>        <C>         <C>        <C>


Jack Slevin ............................   1997   $550,000  $440,000      -0-         -0-          29,425    $831,000  $  14,111
Chairman, President ....................   1996    500,000   580,000      -0-         -0-         490,752     420,000      9,425
and CEO ................................   1995    400,000   401,000      -0-         -0-         199,469       -0-        6,074

Nicholas K. Pontikes ...................   1997    277,917    278,200     -0-         -0-          13,350     478,000     14,111
Chief Operating ........................   1996    230,000    230,000     -0-         -0-          66,801     201,000      9,425
Officer.................................   1995    230,000    230,000     -0-         -0-         102,462       -0-        6,074

Thomas Flohr <F5> .......................   1997    300,000    300,000     -0-         -0-          10,720       -0-         -0-
Senior Vice President

William N. Pontikes ....................   1997    220,000    268,200     -0-         -0-          13,350     473,000     14,111
Executive Vice .........................   1996    220,000    220,000     -0-         -0-          76,155     300,000      9,425
President...............................   1995    225,000    230,000     -0-         -0-         131,796       -0-        6,074

John J. Vosicky ........................   1997    240,000    218,200     -0-         -0-          13,350     483,000     14,111
Executive Vice .........................   1996    240,000    200,000     -0-         -0-          42,444     225,000      9,425
President
& Chief Financial ......................   1995    235,000    235,000     -0-         -0-          80,047       -0-        6,074
Officer

Alan J. Andreini .......................   1997    131,250    145,833     -0-         -0-            -0-      448,000  1,163,516<F3>
Executive Vice .........................   1996    200,000    200,000     -0-         -0-          94,867     225,000      9,425
President
through April 30, 1997 ..................  1995    200,000    200,000     -0-         -0-         317,858       -0-       43,392<F4>

<FN>

<F1> Number of shares reported  throughout this proxy reflects the 3 for 2 stock
     split of Common Stock.
<F2> Amounts of "All Other  Compensation"  are amounts  contributed  by Comdisco
     under Comdisco's  Profit Sharing and Employee Stock Ownership Plans for the
     persons  named above  except for the  amounts  shown for Mr.  Andreini  for
     fiscal years 1997 and 1995; see footnotes (b) and (c),  respectively.
<F3> Payment as described in "Employee and Consulting Agreements".
<F4> Includes $6,074 in Comdisco  contributions  to retirement plans as outlined
     in  footnote  (a)  above  and  $37,318  paid  pursuant  to the terms of the
     Comdisco Financial Services, Inc. Residual Incentive Compensation Plan.
<F5> Mr. Flohr became an Executive Officer of Comdisco, Inc. in fiscal 1997.

</FN>
</TABLE>

<PAGE>


Option Grants in Last Fiscal Year

     The following  table sets forth certain  information  with respect to stock
option  grants  made to named  Executive  Officers  during the fiscal year ended
September 30, 1997.

<TABLE>
<CAPTION>

                                                                                     Potential Realizable Value
                                                                                        at Assumed Annual Rates
                                                                                     of Stock Price Appreciation
                                         Individual  Grants *                           for Option Term
                         -------------------------------------------------------     ----------------------------

                             Number of      % of Total
                            Securities    Options/SARs   Exercise
                            Underlying      Granted to    or Base
                          Options/SARs    Employees in      Price     Expiration
                           Granted (#)      Fisca Year     ($/Sh)           Date           0%        5%          10%
                          ------------    ------------   --------     ----------        -----  --------   ----------
 <S>                         <C>                <C>     <C>            <C>              <C>   <C>        <C>


  Jack Slevin                 29,425             24      $32.6875       09/30/07         $ 0   $604,890   $1,532,909
  Nicholas K. Pontikes        13,350             11       32.6875       09/30/07           0    274,436      695,474
  Thomas Flohr                10,720             9        32.6875       09/30/07           0    220,371      558,463
  William N. Pontikes         13,350             11       32.6875       09/30/07           0    274,436      695,474
  John J. Vosicky             13,350             11       32.6875       09/30/07           0    274,436      695,474
  Alan J. Andreini               -0-            -0-           -0-                        -0-        -0-          -0-
------------------------------------------------------------------------------------------------------------------
</TABLE>

     * Number of shares  reported  throughout  this proxy  reflects  the 3 for 2
       stock split of Common Stock

     The amounts  under the columns  labeled  "5%" and "10%" are included by the
Company pursuant to certain rules promulgated by the SEC and are not intended to
forecast  future  appreciation,  if any, in the price of the Common Stock.  Such
amounts  are based on the  assumption  that the named  persons  hold the options
granted  for their  full  term.  The actual  value of the  options  will vary in
accordance with the market price of the 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.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Value

     The  following  table  sets  forth  information  with  respect to the named
Executive Officers in the Summary  Compensation Table concerning the exercise of
options during the last fiscal year and  unexercised  options held as of the end
of the last fiscal year.

<PAGE>
<TABLE>
<CAPTION>

                                                        Total Number of Shares               Total Value of
                                                        Underlying Unexercised                 Unexercised,
                                                           Options Held at               in-the-Money Options
                                                          September 30,1997<F1>      Held at September 30, 1997<F2>
                                                      --------------------------     ------------------------------
                            Number of
                               Shares
                             Acquired        Value
   Name                   on Exercise     Realized    Exercisable  Unexercisable    Exercisable      Unexercisable
   ----                   -----------     --------    -----------  -------------    -----------      -------------
  <S>                         <C>         <C>            <C>            <C>        <C>                 <C>

   Jack Slevin                    355       $4,299        523,194        558,463    $11,238,189         $9,935,415
   Nicholas K. Pontikes             0            0         80,455        158,408      1,566,980          3,021,222
   Thomas Flohr                 4,725       64,355        189,495        203,320      3,897,541          3,309,133
   William N. Pontikes              0            0         98,823        122,478      1,947,406          1,928,538
   John J. Vosicky             23,625      299,801        165,197         74,145      3,838,444          1,082,200
   Alan J. Andreini            47,248      568,157        180,344        220,197      3,778,070          4,372,952
-------------------------------------------------------------------------------------------------------------------

<FN>

<F1>   Number of shares  reported  throughout  this proxy  reflects  the 3 for 2
       stock  split of Common  Stock
<F2>   Based on the closing price of the Common Stock,  $32.6875,  on  September
       30, 1997.

</FN>
</TABLE>

Long Term Incentive Plan (''LTIP'') Awards

     The following  table sets forth  information  with respect to the grants of
Performance Unit Awards under the Comdisco,  Inc. 1992 Long-Term Stock Ownership
Incentive  Plan to the named  Executive  Officers  during the fiscal  year ended
September 30, 1997. The target  performance  objective is that Comdisco's  Total
Shareholder  Return,  the sum of the stock  price  appreciation  plus  dividends
(reinvested),  be  ranked  at or above  the  sixtieth  percentile  of the  Total
Shareholder  Return of all companies in the S&P 500 for the period  running from
October 1, 1996 through September 30, 1999. The minimum performance objective is
a fiftieth  percentile  ranking. If the actual ranking is less than the fiftieth
percentile, no compensation will be paid under these awards.

<TABLE>

                                                                             Estimated Future Payouts under
                                                                               Non-Stock Price-Based Plans
                                                                             ----------------------------------

              (a)                      (b)                (c)                  (d)         (e)          (f)
-----------------------------------  --------   -----------------------     ---------   ---------   -----------
                                                Performance or Other
                                      Number    Period Until Maturation
Name                                 of Units   or Payout                   Threshold      Target       Maximum
----                                 --------   -----------------------     ---------   ---------    ----------
<S>                                   <C>           <C>                   <C>           <C>        <C>

Jack Slevin                            366           September 30, 1999     $183,000     $366,000    $1,098,000
Nicholas K. Pontikes                   167           September 30, 1999       83,500      167,000       501,000
Thomas Flohr                           133           September 30, 1999       66,500      133,000       399,000
William N. Pontikes                    167           September 30, 1999       83,500      167,000       501,000
John J. Vosicky                        167           September 30, 1999       83,500      167,000       501,000
Alan J. Andreini <F1>                  167           September 30, 1999       83,500      167,000       501,000
-----------------------------------  --------   -----------------------     --------     ---------  ----------


<FN>

<F1> Performance  Unit  Awards  granted  to  Mr.  Andreini  were  terminated  in
     conjuction with his resignation as Executive Vice President of the Company,
     effective May 1, 1997 (see "Employment and Consulting Agreements", above).

</FN>
</TABLE>



                                           COMPENSATION COMMITTEE REPORT

Role of the Committee

     In 1993,  the Board of Directors  defined the scope of authority that would
be  delegated  to  the  non-employee  Directors  who  serve  as  members  of the
Compensation Committee.  Overall direction was given to this Committee to review
and  approve  the  Company's  compensation  policies  to ensure  that  Executive
Officers are rewarded appropriately for their contributions to Comdisco's growth
and profitability and to ensure that  compensation  policies support  Comdisco's
business objectives,  organization structure and stockholder interests. Specific
direction was given to determine the compensation of the Chief Executive Officer
and to review and  approve the  compensation  of the  Executive  Officers of the
Company.

Continuing Compensation Strategy

     The   Compensation   Committee   has   continued  to  evaluate   Comdisco's
compensation  plans in  accordance  with the  Committee's  objectives of linking
compensation to profit  measures and increasing  stockholder  value.  The senior
management team continues to be compensated in the manner  originally  suggested
by outside  compensation  consultants  in 1994. The total  compensation  for the
Chief  Executive  Officer and certain  Executive  Officers is  comprised  of the
following  components:  (i) base salary,  (ii) annual  incentive (cash and stock
options)  based on  Company  pre-tax  earnings  objectives,  and (iii) long term
performance  units based on Total  Shareholder  Return  objectives.  Each of the
foregoing  components  constituted  approximately  one-third of the  executive's
total   compensation.   Thus,   approximately   two-thirds  of  the  executive's
compensation is subject to both the Company's  pre-tax earnings  performance and
stockholder returns. The Committee has been extremely pleased with the fact that
the Company has exceeded the maximum goal by placing  above the 90th  percentile
in Total  Shareholder  Return  for the  three  year  Performance  Periods  ended
September 30, 1996 and 1997. This is a clear  reflection that senior  management
has been able to manage the Company in a manner that  directly  correlates  with
stockholder interests.

Chief Executive Officer Compensation

     1997  Fiscal  Year..  Jack  Slevin's  compensation  package for fiscal 1997
reflects the Committee's  strategy of placing a majority of the  compensation at
risk subject to the attainment of pre-tax  earnings goals and longer-term  Total
Shareholder  Return  goals.  The Company had an  employment  agreement  with Mr.
Slevin which provided for a base salary of $600,000 for fiscal 1997. Annual cash
incentive  compensation for Mr. Slevin was equal to 1% of Comdisco's 1997 fiscal
year  pre-tax  earnings  between $150 million and $200 million and 2% of pre-tax
earnings in excess of $200 million. The amount of annual cash incentive payments
can be found in the Summary Compensation Table. Mr. Slevin also earned an annual
stock  option  award  which was based upon the  attainment  of pre-tax  earnings
objectives for fiscal 1997.  Pursuant to this award,  Mr. Slevin received 29,425
option  shares at $32.6875  (the closing  price of Common Stock on September 30,
1997).  Mr. Slevin was granted 366  Performance  Units under the Comdisco,  Inc.
1995  Long-Term  Stock  Ownership  Incentive  Plan. The  performance  period and
performance  objectives  are set forth in "Long  Term  Incentive  Plan  Awards",
above.  To further  align Mr.  Slevin's  interests  with those of the  Company's
stockholders,  the  Committee  offered  Mr.  Slevin  the  right to  forego  cash
compensation  in  exchange  for  stock  options.   Under  this  "Cash-to-Option"
alternative,  Mr. Slevin  elected to forego  $150,000 in cash  compensation.  In
return,  Mr.  Slevin  received a stock  option to acquire  46,777  shares at the
closing price ($19.25) of Comdisco's Common Stock on the date of such election.

     1998 Fiscal Year..  In  continuance  of its past  practices,  the Committee
increased the pre-tax  earnings  targets for 1998 such that Mr.  Slevin's annual
cash incentive  compensation  will be equal to 1% of Comdisco's 1998 fiscal year
pre-tax  earnings  between  $190  million  and $230  million  and 2% of  pre-tax
earnings in excess of $230  million.  Mr.  Slevin will also earn an annual stock
option award of 29,585 options if the Company attains  certain pre-tax  earnings
objectives for fiscal 1998. The exercise price of these options, if earned, will
be at the closing price of Comdisco's  stock on September 30, 1998. For the long
term  perspective,  Mr.  Slevin was  granted  366  Performance  Units  under the
Comdisco,  Inc. 1995 Long Term Stock  Ownership  Incentive Plan. The performance
period and  performance  objectives  are set forth in "Long Term  Incentive Plan
Awards",  above. The Committee again offered Mr. Slevin the right to forego cash
compensation  to be earned in 1998 in  exchange  for stock  options.  Under this
"Cash-to-Option"  alternative,  Mr.  Slevin  elected to forego  $150,000 in cash
compensation.  In return,  Mr. Slevin  received a stock option to acquire 27,525
shares at the closing price  ($31.75) of Comdisco's  Common Stock on the date of
such election.

Other Executive Officer Compensation

     During fiscal year 1997, the Company  entered into  incentive  compensation
agreements with certain of its Executive  Officers.  The agreements included the
following  elements which are similar to the components  discussed above for Mr.
Slevin: (i) base salary, (ii) annual incentive (cash and stock options) based on
Company pre-tax earnings  objectives and (iii) long term performance units based
on Total Shareholder Return objectives. The Executive Officers also participated
in the  "Cash-to-Option"  alternative  under  which they had the right to forego
cash compensation in exchange for stock options.

     This  report has been  provided  by C.  Keith  Hartley  and Rick Kash,  the
members of the Compensation Committee.