SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                      [X] Annual Report Pursuant to Section
                          13 or 15(d) of the Securities
                          Exchange Act of 1934 For the
                         fiscal year ended September 30,
                                      2000

                                       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
--------------------                                         -------------------
Comdisco stock                                           New York Stock Exchange
$.10 par value                                      Chicago Stock Exchange, Inc.
Common Stock Purchase Rights--                           New York Stock Exchange
 Series C Junior Participating Preferred            Chicago Stock Exchange, Inc.

Comdisco Ventures stock                                                      N/A
$.10 par value


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 XX 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. [ ]

The aggregate  market value of the Comdisco stock held by  nonaffiliates  of the
Registrant as of December 1, 2000 was approximately $1,323,000,000. For purposes
of the foregoing  calculation only, all directors and executive  officers of the
registrant  have been deemed  affiliates.  As of September 30, 2000,  there were
152,569,367  shares  of  the  Registrant's   Comdisco  stock,  $.10  par  value,
outstanding. No other series of common stock of the Registrant has been issued.

DOCUMENTS INCORPORATED BY REFERENCE:
1.          Portions  of the Annual  Report to  Stockholders for the fiscal year
            ended   September  30,  2000  are  incorporated  by  reference  into
            Parts I and II.
2.          Portions of Comdisco,  Inc.'s  definitive  Proxy  Statement  for the
            Annual Meeting of  Stockholders to be held on February 1, 2001 filed
            within 120 days of fiscal  year end are  incorporated  by  reference
            into Part III.


                                      -1-
<PAGE>

Comdisco, Inc. and Subsidiaries
<TABLE>
<CAPTION>

TABLE OF CONTENTS                                                                                     PAGE
<S>     <C>  <C>                    <C>                                                                 <C>

                                     PART I.

Item     1.   Business:
                  Overview.............................................................................  3
                  Investment Considerations............................................................  5
                  Leasing and Services ................................................................  9
                  Comdisco Ventures  group  ..........................................................  13
Item     2.   Properties .............................................................................  18
Item     3.   Legal Proceedings ......................................................................  19
Item     4.   Submission of Matters to a Vote of Security Holders.....................................  19

                                    PART II.

Item     5.   Market for the Registrant's Common Equity and Related Stockholder Matters...............  20
Item     6.   Selected Financial Data.................................................................  21
Item     7.   Management's Discussion and Analysis of Financial Condition and Results of Operations ..  21
Item    7A.   Quantitative and Qualitative Disclosures About Market Risk..............................  21
Item     8.   Financial Statements and Supplementary Data.............................................  21
Item     9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure....  22

                                    PART III.

Item    10.   Directors and Executive Officers of Registrant..........................................  23
Item    11.   Executive Compensation .................................................................  23
Item    12.       Security Ownership of Certain Beneficial Owners and Management......................  23
Item    13.   Certain Relationships and Related Transactions..........................................  23

                                    PART IV.

Item    14.   Exhibits, Financial Statement Schedule, and Reports on Form 8-K.........................  24

SIGNATURES............................................................................................  25

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE........................................  26

INDEX TO EXHIBITS.....................................................................................  29

</TABLE>


     Special  Note:  At a special  meeting of  stockholders  on April 20,  2000,
     stockholders   approved  the  Company's  tracking  stock  proposal,   which
     authorized   the  Company  to  amend  and  restate   its   certificate   of
     incorporation as of May 4, 2000 to: increase the total authorized shares of
     common stock from  750,000,000  to  1,800,000,000;  authorized the board of
     directors to issue common  stock in multiple  series,  with the initial two
     series of common stock being  Comdisco  group stock and  Comdisco  Ventures
     group stock;  and  reclassified  each  outstanding  share of then  existing
     common  stock as one share of  Comdisco  group  stock.  Unless the  context
     clearly  indicates  otherwise,  references  to "common  stock" as of a date
     prior to May 4, 2000 relate to the Company's  then  existing  common stock,
     $0.10 per share,  and all  references to "common stock" as of a date on and
     after May 4,  2000,  relate  to the  Company's  Comdisco  group  stock.  No
     Comdisco Ventures group stock has been issued to date.

                                       -2-



<PAGE>



PART I.

Item 1. Business

A.       GENERAL DEVELOPMENT OF BUSINESS

OVERVIEW
Comdisco,  Inc. (with its  subsidiaries,  the "Company" or "Comdisco")  provides
global   technology   services  to  help  its  customers   maximize   technology
functionality,  predictability and availability.  The Company provides equipment
leasing, continuity, managed network services, and desktop management solutions.
These  services are designed to provide  integrated,  long-term,  cost effective
asset and  technological  planning  as well as data and voice  availability  and
recovery to users of high  technology  equipment.  Through its  Ventures  group,
Comdisco  provides  venture leases,  venture debt and direct equity financing to
venture  capital-backed  companies.  Additional  information  about  each of the
business groups is included later in this section.

The  executive  offices of the Company are located in the Chicago  area, at 6111
North River Road, Rosemont,  Illinois,  60018, and its telephone number is (847)
698-3000.

GENERAL DEVELOPMENT OF BUSINESS

The Company was founded in 1969 and  incorporated in Delaware in 1971. Since its
incorporation,  the Company's  business,  its markets and the services it offers
and the way it conducts its business have changed significantly and are expected
to continue  to change and evolve.  These  changes are  primarily  the result of
rapid  changes  in  technology   (including   declining   prices,   manufacturer
consolidations and the rise of new industries such as  telecommunications),  the
rise of new  dominant  technologies  (such as the  Internet)  and their  related
impact on customers'  needs and  requirements.  Initially,  Comdisco was engaged
primarily in the procurement  and placement of new and used computer  equipment,
principally  mainframe  and related  peripherals.  Comdisco  developed  disaster
recovery and contingency planning services (collectively  "continuity services")
in 1980. In the  mid-1980's  the company  expanded its operations to include the
leasing of non-computer  equipment (office equipment,  PBX,  point-of-sale,  and
other high-technology equipment), eventually adding healthcare,  communications,
semiconductor  manufacturing  and other  industry  specific  equipment  leasing,
remarketing and other  services.  In 1987,  Comdisco  formed  Comdisco  Ventures
group.  Comdisco Ventures group has grown significantly in the last three fiscal
years and has become a  significant  and material  contributor  to the Company's
earnings.  Since its inception in 1980, the company's  continuity  services have
evolved into two general  categories;  a) traditional  disaster  recovery,  with
services delivered at the date of disaster;  and 2) high availability  services,
with continuous  services (data  protection,  availability  and management) in a
production environment.

On March 24, 1999,  the Company  announced a major shift in corporate  strategy,
including  its  intent  to  focus on  high-margin  service  businesses  and shed
low-margin  businesses,  such as its  mainframe  leasing  portfolio  and medical
refurbishing  business.  In  conjunction  with its  repositioning,  the  Company
recorded a one-time  pre-tax  charge of $150 million,  $96 million after tax, or
approximately  $0.59  per  share,  in the  quarter  ended  March 31,  1999.  The
components  of this pretax  charge  include  $100  million  associated  with the
Company's plans to exit the mainframe residual leasing business,  $20 million to
exit  the  medical  refurbishing  business  and $30  million  associated  with a
realignment  of the service  businesses.  The Company  completed the sale of its
mainframe  computer leasing  portfolio and the sale of the medical  refurbishing
business in the fiscal  quarter ended June 30, 1999. In addition to these sales,
the  Company  completed  the  sale of  substantially  its  entire  vendor  lease
portfolio on September 30, 1999.

In fiscal  2000,  the  Company  continued  its focus on  services,  adding  high
availability Web hosting solutions for e-business companies and expanded network
solutions for the connection of remote offices, teleworkers and mobile users and
services to manage bandwidth.

The Company acquired Prism Communication Services, Inc. ("Prism"), a provider of
dedicated high-speed  connectivity,  in February 1999, for a cash purchase price
of approximately $53 million. From the date of acquisition through September 30,
2000,  the  Company  provided  Prism with cash  totaling  $478  million  for the
expansion of its network and for its operating  costs.  On October 1, 2000,  the


                                      -3-
<PAGE>

Company's Board of Directors voted to cease funding ongoing operations of Prism.
On October 1, 2000, the Prism Board of Directors  voted to cease  operations and
pursue the immediate sale of Prism's assets.

The  industry  in which the Company  operates is in a state of constant  change,
and, as part of this  environment,  the  Company's  business  is  becoming  more
service   oriented,   with  the  business   driven  by  the  Company's   service
capabilities.  Accordingly, Comdisco is aligned to focus on technology services,
Comdisco  Ventures  group  and on  global  leasing  businesses  in  historically
high-margin areas such as electronics,  communications,  medical, laboratory and
scientific.

                                      -4-
<PAGE>

INVESTMENT CONSIDERATIONS

FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE

The Company believes that certain statements herein and in the future filings by
the Company with the  Securities  and Exchange  Commission  and in the Company's
written  and oral  statements  made by or with  the  approval  of an  authorized
executive officer constitute "forward-looking  statements" within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange  Act of  1934,  and  the  Company  intends  that  such  forward-looking
statements be subject to the safe harbors created thereby. The words and phrases
"looking  ahead," "is confident,"  "should be," "will," "predicted,"  "believe,"
"plan," "intend,"  "estimates,"  "likely," "expect" and "anticipate" and similar
expressions identify forward-looking statements.

These  forward-looking  statements  reflect  the  Company's  current  views with
respect to future  events and  financial  performance,  but are  subject to many
uncertainties  and factors  relating to the  Company's  operations  and business
environment  which may affect the  accuracy of  forward-looking  statements  and
cause the actual  results of the  Company to be  materially  different  from any
future results expressed or implied by such forward-looking statements.

The Company's actual revenues and results of operations could differ  materially
from  those  anticipated  in these  forward-looking  statements  as a result  of
certain factors, including those set forth in the "Risk Factors." As a result of
these and other factors,  in some future quarter the Company's operating results
may fall below the expectations of securities analysts and investors. In such an
event,  the  trading  price  of the  Company's  common  stock  would  likely  be
materially  and  adversely  affected.  Many of the factors  that will  determine
results of operations are beyond the Company's ability to control or predict.


RISK FACTORS

OPERATING RESULTS ARE SUBJECT TO QUARTERLY FLUCTUATIONS

The Company's operating results are subject to quarterly  fluctuations resulting
from a variety  of  factors,  including  earnings  contributions  from  Comdisco
Ventures group,  remarketing  activities and services, the timing and ability of
Comdisco Ventures group to sell equity positions (see "Comdisco  Ventures group"
below),   product  announcements  by  manufacturers,   economic  conditions  and
variations in the financial mix of leases  written.  The financial mix of leases
written is a result of a combination of factors,  including, but not limited to,
changes in customer  demands  and/or  requirements,  new product  announcements,
price changes,  changes in delivery  dates,  changes in maintenance  and pricing
policies of equipment  manufacturers,  and price  competition from other lessors
and finance companies.

THE COMPANY'S GROWTH STRATEGY DEPENDS ON PRODUCT AND MARKET DEVELOPMENT

The markets for the Company's  principal  products are  characterized by rapidly
changing  technology,  evolving industry  standards,  and declining prices.  The
Company's  operating results will depend to a significant  extent on its ability
to continue to  introduce  new services  and to control  and/or  reduce costs on
existing services.  The success of these and other new offerings is dependent on
several factors, including proper identification of customer needs, cost, timely
completion  and  introduction,  differentiation  from offerings of the Company's
competitors and market acceptance.


THE  COMPANY'S  SUCCESS  DEPENDS IN PART ON  ANTICIPATING  AND  ADAPTING  TO NEW
TECHNOLOGICAL DEVELOPMENTS AND CHANGING MARKET CONDITIONS.

The market for leasing  and  services is  characterized  by rapid  technological
developments,  evolving customer demands and frequent new product  announcements
and   enhancements.   Failure  to  anticipate  or  adapt  to  new  technological
developments or to recognize  changing market  conditions could adversely affect
the Company's business, including its lease volume, leasing revenue and earnings
contributions from leasing.

                                      -5-

<PAGE>

REMARKETING IS AN IMPORTANT CONTRIBUTOR TO ANNUAL AND QUARTERLY EARNINGS

Remarketing is an important factor in determining  quarterly  earnings.  To meet
earnings  goals for fiscal 2001,  remarketing  contributions,  primarily for the
Company's global equipment leasing businesses,  must be at the level achieved in
fiscal  2000.   Quarterly  operating  results  depend   substantially  upon  the
remarketing  transactions  within the quarter,  which are  difficult to forecast
accurately.   While  the  Company  is  devoting  resources  to  its  remarketing
activities,  there  can be no  assurance  that  the  Company  will  achieve  the
appropriate level of activity necessary to meet or match the Company's prior and
desired operating results.

THE COMPANY'S GROWTH STRATEGY DEPENDS IN PART ON THE COMMUNICATIONS INDUSTRY. IF
THAT INDUSTRY  DOES POORLY,  THE  COMPANY'S  BUSINESS AND FINANCIAL  RESULTS MAY
SUFFER

The   emergence  of  the   communications   market--facilities-based   broadband
communications    companies,    Internet    Service    Providers    and    other
telecommunications  carriers--and the growth of broadband networks,  provide the
Company  with an  industry  in which  leasing is an  attractive  alternative  to
ownership.  The  Company's  communications  equipment  customers  are  generally
companies with accumulated net deficits and extensive liquidity requirements. To
the extent that these  companies  are unable to meet their  business  plans,  or
unable to obtain  funding or  funding  at  reasonable  rates to  complete  their
business plans,  there could be an increase in the Company's credit losses above
historical levels.

THE  COMPANY'S  SUCCESS IS HIGHLY  DEPENDENT ON  DEVELOPING  AND  EXPANDING  ITS
SERVICES BUSINESS. THE SERVICES BUSINESS MAY BE LESS PREDICTABLE AND THE REVENUE
LESS  RECURRING  THAN  CONTRACTUAL   LEASE  AND  CONTINUITY   SERVICES  REVENUE.
COMPETITION IN SERVICES MAY NEGATIVELY IMPACT THE COMPANY'S  BUSINESS  STRATEGY.
REVENUE RECOGNITION CAN BE NEGATIVELY AFFECTED BY LONGER SALES CYCLES

As a result of the evolving nature of its services  business,  particularly  the
emerging  desktop  management  and  managed  network  services,  the Company has
limited  meaningful  historical  data on  which to base  its  planned  operating
expenses.  Accordingly,  a significant  portion of the Company's  expense levels
(investment in continuity facilities and hardware, consultants, experts and back
office  personnel) is based in part on its  expectations  as to future  services
revenues,  and is, to a large extent, fixed.  Conversely,  the Company's revenue
base has  become  more  diverse  with the  growth of other  technology  services
revenue.

To attain its services earnings  contribution goals for fiscal 2001, the Company
must:  meet its  obligations  under the agreements  underlying  transactions  in
process at  September  30,  2000 (also  referred to by the Company as its "sales
backlog");  expand its contract subscription base (through new contract signings
and contract  renewals);  increase its revenues from other technology  services,
develop, promote and sell additional service products, such as IT CAP Solutions,
advanced recovery services,  availability options, remote computing services and
web hosting;  and contain costs. The Company must also successfully compete with
organizations offering similar services.

The  Company's  ability to obtain new business and realize  revenue on its sales
backlog  depends on its ability to  anticipate  technological  changes,  develop
services to meet  customer  requirements  and achieve  delivery of services that
meet  customer  requirements.  In addition,  there can be no assurance  that the
Company  will be able to maintain  and/or  increase  its  margins on  technology
services in fiscal 2001.

The  Company's  business is becoming  more service  oriented,  with the business
driven by the Company's service offerings.  These transactions,  which generally
include a  combination  of  services  and  leasing,  are more  complex  than the
Company's  traditional  leasing  business.  In addition,  because  these service
offerings represent new services,  the company has to spend more time explaining
the value of these services to the customer.  Accordingly, one of the impacts of
the Company's changing business model is the lengthening of the sales cycle--the
length of time between initial sales contact and final delivery of contracts--as
compared  to its  traditional  leasing  business.  This  increase in sales cycle
results in an increase in negotiations in progress which ultimately  impacts the
timing of revenue, earnings and volume recognition.

                                      -6-
<PAGE>


COMDISCO  VENTURES GROUP  CUSTOMERS ARE IN AN EARLY STAGE OF DEVELOPMENT AND MAY
BE UNABLE TO COMPLETE THEIR BUSINESS PLANS.  EQUITY INSTRUMENTS HELD BY COMDISCO
VENTURES GROUP ARE RISKY  INVESTMENTS  AND THE PUBLIC MARKET FOR THESE COMPANIES
IS EXTREMELY VOLATILE.  TO THE EXTENT THESE COMPANIES DO NOT MEET THEIR PLANS OR
THE  COMPANY  IS UNABLE TO  DISPOSE  OF ITS  EQUITY  SECURITIES,  THE  COMPANY'S
BUSINESS AND FINANCIAL RESULTS MAY SUFFER.

The Company has made loans to and equity  investments in various  privately held
companies.  These companies  typically are in an early stage of development with
limited operating  histories,  and limited or no revenues and may be expected to
incur substantial  losses.  Accordingly,  investments in these companies may not
result in any  return and the  Company  may lose its  entire  investment  and/or
principal balance.

Equity  instruments  held  by the  Company  are  subject  to  lockup  agreements
restricting  its ability to sell until  several  months after an initial  public
offering.  The  public  market for high  technology  and other  emerging  growth
companies  is extremely  volatile.  Such  volatility  may  adversely  affect the
ability of the  Company to  dispose  of the equity  securities  and the value of
those  securities on the date of sale. To the extent these companies do not meet
their  plans or the Company is unable to dispose of its equity  securities,  the
Company's business and financial results may suffer.

The  Company has  established  working  relationships  with  successful  venture
capital organizations. There can be no assurance that these relationships can be
maintained  or  sustained.  To the extent that the Company is unable to maintain
these  relationships,  its  ability  to  identify  potential  customers  may  be
substantially impaired.

Comdisco  Ventures  group  policy  with  respect  to  disposition  of its equity
holdings is not intended to, and does not,  assure that Comdisco  Ventures group
will maximize its return on any  particular  holding.  Furthermore,  because the
creation of a public market or an acquisition/merger is beyond Comdisco Ventures
group's control and is difficult, if not impossible,  to predict,  its operating
results  are  subject  to  significant  and  material  quarterly   fluctuations.
Fluctuations  in future  quarters may be greater than those  experienced in past
quarters  as a result of the  growth in the number of direct  equity  financings
made by the Company,  market  volatility for emerging  growth  companies and the
Company's focus on  Internet-related,  communications and other  high-technology
companies.  For those securities without a public trading market, the realizable
value of  Comdisco  Ventures  group  interests  may  prove to be lower  than the
carrying value currently reflected in the consolidated and the separate Comdisco
Ventures group's financial statements.

In the past Comdisco  Ventures group financed its  operations  with  inter-group
loans from  Comdisco.  Comdisco  Ventures  group may need to obtain funding from
outside  sources in order to meet its  business  plan for fiscal 2001 and may be
unable to obtain funding from outside sources.  Furthermore,  even if funding is
available,  such  financing  may not be on terms as favorable as those  obtained
from Comdisco.

Comdisco Ventures group depends on certain  important  employees and the loss of
those employees could harm and disrupt Comdisco Ventures group's business.

THE COMPANY MAY BE UNABLE TO REFLECT CHANGES IN INTEREST RATES IN THE RATES ON
NEWLY LEASED ASSETS OR IN THE FEES FOR TECHNOLOGY SERVICES

Historically,  a changing interest rate environment did not impact the company's
margins since the effects of higher or lower  borrowing costs would be reflected
in the rates on newly leased assets or in the fees for technology  services.  If
the Company's borrowing costs increase in fiscal 2001, there can be no assurance
that the Company  will be able to reflect  such  increases in its lease rates or
service fees. Factors which may impact the Company's ability to adjust its rates
or otherwise  mitigate the impact of increasing cost of funds in fiscal 2001 are
the  market for  secured  nonrecourse  debt,  interest  rate  spreads on Company
borrowings compared to similarly rated companies and organizations,  changes, if
any, in the Company's  terms and conditions  under its lines of credit and other
market concerns, including the company's commitments to Comdisco Ventures group.
Many, if not all, of these factors are beyond the control of the Company.

                                      -7-
<PAGE>

THE COMPANY  MAYBE  UNABLE TO INCREASE  EARNINGS  CONTRIBUTIONS  FROM LEASING OR
SERVICES

The Company borrowed  significant amounts to invest in the infrastructure of its
discontinued  operations.  After the wind down date,  interest costs  associated
with these  borrowings will be included in interest expense until such borrowing
is paid off by cash flow  from  operations.  Accordingly,  the  Company  expects
interest  expense to increase  significantly  in fiscal  2001.  In order to meet
earnings  goals for fiscal 2001,  the Company must increase  (compared to fiscal
2001) its  earnings  contributions  from  leasing,  including  from  remarketing
activities,  margins on services  and cash flow from  operating  activities.  In
additions, the Company must dispose of its equity securities, manage its capital
expenditures and control costs and expenses.

THE COMPANY LIQUIDITY IS DEPENDENT ON A NUMBER OF FACTORS

The Company's liquidity depends on cash provided by operating  activities and on
its access to  capital  markets,  specifically  medium-term  and  senior  notes,
commercial  paper,  and on its lines of credit and the  willingness  of banks to
renew or  extend  these  lines as they come due.  The  Company's  cash flow from
operating activities is dependent on a number of variables,  including,  but not
limited to, the  ability of the  Company to  implement  its  strategic  plan and
respond to external market conditions,  the ability of the Company to dispose of
the securities held by Comdisco Ventures group, timely payment by its customers,
global economic  conditions and control of operating costs and expenses.  If the
Company  is not able to  refinance  its  indebtedness  or obtain  new  financing
(either  through the  issuance of senior  notes,  commercial  paper,  or secured
nonrecourse debt), the Company would have to consider other options,  including:
sales of some assets; sales of equity;  negotiations with lenders to restructure
applicable  indebtedness;  or  other  options  available  to the  Company  under
applicable law.

ECONOMIC  CONDITIONS  AND OTHER  FACTORS  MAY  NEGATIVELY  IMPACT  THE COMPANY'S
OPERATIONS

The current  economic  environment has been sustained over a number of years and
is currently the longest continuous period of economic growth in the last thirty
years.  This environment has encouraged  entrepreneurs to conceive,  develop and
bring to market new products and services. The Company targets these early-stage
companies  for its services and products.  A slow down in economic  growth could
materially affect the market in which the Company operates.  Furthermore, a slow
down would impact Comdisco  Ventures group's  liquidity and access to funds from
third party investors.

Many of the companies to which the Company  provides  financing are dependent on
third parties for  liquidity.  Any  significant  change in the  availability  of
funds,  would  have a  material  impact on the  Company's  customer  base,  and,
potentially,  its loan collectability,  as well as, the fair market value of its
equity instruments.

In the present economic climate,  Comdisco Ventures group's customers may not be
able to complete  securities  offerings and Comdisco  Ventures  group may not be
able to generate gains or receive proceeds from the sale of equity holdings.

A slow down in economic  growth may result in companies  either  reducing  their
capital budgets, or delaying equipment upgrades and enhancements.


Other uncertainties include continued business conditions,  trend of movement to
client/server  environment,   competition,   including  competition  from  other
technology  service  providers,  reductions  in  technology  budgets and related
spending plans and price competition from other technology service providers


B.       FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

See Note 18 of  Notes to  Consolidated  Financial  Statements  on page 56 of the
Annual  Report  to  Stockholders  for the  year  ended  September  30,  2000 for
financial information about the Company's segments.

                                      -8-
<PAGE>
C.       NARRATIVE DESCRIPTION OF BUSINESS

Principal Services:

The  Company's   operations  are  organized  into  three  reportable  groups  of
businesses. These groups are Leasing, Services and Comdisco Ventures group.

The following is a narrative description of the Leasing and Services businesses.

 Leasing:

General:  Leasing and  remarketing  services for distributed  computing  systems
(servers,  workstations,  PCs,  local area  networks  and other high  technology
equipment),  acquisition  management and expenditure tracking and other services
that facilitate equipment procurement and expense tracking.  The rental rate and
all other  transaction  terms are  individually  negotiated with customers.  The
leased  equipment is owned by Comdisco  which  purchased  the  equipment  from a
variety of manufacturers.

Substantially  all equipment  leases that  Comdisco  originates  have  specified
non-cancelable  initial terms ranging from two to five years.  The general terms
and conditions of all of its leases are  substantially  similar and are embodied
in a master lease  agreement.  For each lessee,  the lease term,  rent interval,
lease rate factor and other  specific  terms for each piece of leased  equipment
are set forth on  equipment  schedules,  which  also  incorporate  the terms and
conditions of its master lease agreement.

                                      -8-
<PAGE>

The Company buys,  sells and leases and remarkets PCs and  workstations  made by
most of the leading manufacturers. The Company's lease transactions also include
high-end servers,  printers and other desktop related  equipment.  The Company's
strategy  for  the   distributed   systems  market  is  to  provide   financing,
professional  services and software  tools (see  "Services") to its existing and
prospective customers.

Industry Specific: Leasing and remarketing,  asset management and reconditioning
services for industry specific equipment, including semiconductor manufacturers,
telecommunication and pharmaceutical companies.

Electronics  Group:  The Company leases new and used  electronic  manufacturing,
testing and monitoring equipment,  including semiconductor production equipment,
automated  test  equipment  and assembly  equipment.  Additionally,  the Company
maintains  a dedicated  refurbishing  and sales  facility in the Silicon  Valley
area.  The  semiconductor  manufacturing  industry is  characterized  by rapidly
advancing technology, high capital outlays, increased competition, and a growing
concern  over the total cost of  ownership  in high  technology  equipment.  The
Company assists its customers in developing an effective  strategy for acquiring
and managing its high-tech assets.

Healthcare  Group:  Through its  healthcare  subsidiaries,  the  Company  leases
medical and other high technology equipment to healthcare  providers,  including
used,   reconditioned  medical  equipment.   The  Company's  portfolio  includes
angiography,  MRI systems, CT Scanners,  nuclear imaging devices, test equipment
such as  oscilloscopes,  analyzers and testers and laboratory  equipment such as
microscopes and centrifuges.

Laboratory and Scientific  Group: The Company's  laboratory and scientific group
assists organizations in the pharmaceutical,  chemical, research, healthcare and
biotechnology  industries through the implementation of an equipment  life-cycle
management strategy. Its marketing strategy includes financing,  technology risk
management and remarketing.


Services:

Continuity   Services:   The  Company  provides   multi-vendor,   multi-platform
continuous availability and global continuity solutions.  These services include
continuity  services for mission critical data,  business function  availability
and network recovery.

                                      -9-
<PAGE>
These services also include consulting services in continuity planning, recovery
program management, network services and data protection, and other related data
processing services throughout the United States, Canada and Europe.  Comdisco's
services  are  designed to help  customers  avoid and  minimize  the impact of a
significant  interruption  to  critical  business  functions  as a result of the
inaccessibility  to the  customer's  data  processing  facility,  communications
network(s) or workstations.

The Company  provides  high  availability  infrastructure  for use by  customers
whenever  they  are  unable  to  operate  or  communicate  with  their  computer
facilities.  These high  availability  services,  which include rapid  recovery,
electronic vaulting,  disk mirroring,  remote journaling and database shadowing,
are provided  through fully  equipped and  operational  computer  sites known as
"hot-sites"  where customers  restore  critical  applications  using  Comdisco's
installed  equipment.  For long-term  recoveries,  the Company  offers  complete
mobile recovery functions.

Comdisco  provides  business  continuity  services  to users of,  among  others,
Digital Equipment Corporation,  Hitachi Data Systems, IBM (and compatible),  EMC
Storage Systems,  Hewlett Packard,  Sequent,  Stratus, Sun Micro Systems, Tandem
and Unisys  equipment.  Capabilities  also include  client/server  platforms and
midrange systems.

Comdisco's  solutions for network  recovery are facilitated by CCSNET, a private
high-speed network. Through CCSNET, the company provides recovery of voice, data
and image  communications  via redundant  communications  links and  streamlined
access between a customers' site and the company's Technology Service Centers.

The Company also operates  recovery centers  throughout North America to provide
business  function  availability  (also  referred  to  as  "work-group  recovery
services" and enhance remote operations capabilities.

These  centers  are  located  in the  United  States  and  Canada and are linked
together by CCSNET with the Company's  Technology  Service  Centers and, in many
cases, the customer.  Most Technology  Service Centers also include  workstation
and/or desktop recovery, voice, and network capabilities.

Of the Company's  approximately  thirty-six continuity locations,  nine serve as
data center recovery environments providing hot site and/or shell site services.
These nine regional recovery centers serve major commercial  centers,  including
New  York,  Chicago,   Northern  and  Southern   California,   Texas,   Georgia,
Pennsylvania and a center located in Toronto,  Canada.  Each recovery center has
at  least  one hot  site or CCC and  includes  telecommunications  capabilities,
conference rooms, office space, support areas, and appropriate on-site technical
personnel.  Comdisco  believes  it operates  one of the  largest  communications
networks in North America.

Managed Network Services:  Comdisco Network Services offers network  assessment,
design, implementation,  help desk and professional management services designed
to reduce the total cost of network  technology.  The Company's customer base is
primarily North American-based enterprises as its monitoring and on-site support
capabilities are predominantly within the United States.

Web-Availability   Solutions:  The  Company  provides  web  hosting,   including
production hosting for both primary and alternate sites. The Company's solutions
include  multi-site  protection  of  a  customers  data,  servers,  network  and
applications.  The  Company  offers  continuous  web-availability  to  ensure  a
continuous  web presence.  The Company also addresses the challenges of managing
through peak demand periods via a shared infrastructure service.

IT CAP: The Company provides strategic solutions for desktop management services
to its customers to assist them in managing their information  technology assets
with the objective of increasing  productivity and reducing  technology cost and
risk.  These  technology  service  solutions  are built  around the  collection,
integration,  and  management of  information  on enterprise  assets through the
implementation of an integrated  database of asset information.  These solutions
may also include improving,  supporting,  and managing  distributed  systems and
critical  business  processes  through a single point of contact.  The services,
which are designed to  complement  the  Company's  leasing  activities,  include
transitional  strategies,  integration  planning and  implementation,  financing
(hardware and  software),  and  continuity  planning.  The Company's  integrated
desktop  management  software tools let customers order,  track and manage their
inventory of distributed systems equipment.

                                      -10-
<PAGE>
The  Company's  operations  are conducted  through its  principal  office in the
Chicago area and approximately one hundred offices in the United States, Canada,
Europe and the Pacific Rim.  Subsidiaries  in Europe and Canada  offer  services
similar to those offered in the United States.

The  Company's  services are provided  through  separate  business  units.  Each
business  is  directed  by its own  management  team  and  has  its  own  sales,
marketing,  product  development,  operations  and customer  support  personnel.
Overall  corporate  control and coordination  are achieved  through  centralized
budgeting,  financial and legal reporting, cash management,  additional customer
support and strategic planning.

The Company may, from time-to time, enter into marketing relationships with high
technology equipment  manufacturers and value-added resellers in order to expand
its customer base and name recognition. In its marketing operations, the Company
attempts to cross-sell services where and when appropriate.

Customers and Raw Materials

Comdisco's  business  is  diversified  by  customer,  customer  type,  equipment
segments,  geographic  location of its  customers  and maturity of its lease and
notes receivables.  The Company's  customers include "Fortune 1000" corporations
or  companies  of a similar  size as well as  smaller  organizations,  including
privately-held  corporations.  The Company's businesses are not dependent on any
single customer or on any single source for the  purchasing,  selling or leasing
of equipment, or in connection with its continuity services.


Competition

The Company  competes as a lessor and as a dealer of new and used  computer  and
selected other high technology  equipment.  The Company  competes with different
firms in each of its activities.  The Company's  competition  includes equipment
manufacturers such as IBM, Hewlett Packard ("HP"), Amdahl, Hitachi Data Systems,
AT&T,  Rolm,  Hitachi  Medical  Systems,  Siemens  Medical  Systems  and General
Electric,  other equipment  dealers,  brokers and leasing  companies  (including
captive or related leasing companies of IBM, HP and General Electric and others)
as well as financial  institutions,  including  commercial  banks and investment
banking firms. While its competitive  methodologies will differ, in general, the
Company competes mainly on the basis of its expertise in remarketing  equipment,
terms offered in its  transactions,  its reliability in meeting its commitments,
its  independence  from the  manufacturer  and its  ability to develop and offer
alternative solutions and options to high technology equipment users.

Primarily as a result of technological changes, competition has increased in the
leasing industry and the number of companies offering competitive services, such
as  desktop  management  and  other  high  technology   equipment  leasing,  has
increased. Competitive alliances have also impacted the leasing industry.

In  PCs,  workstations,  electronics,  healthcare  and  telecommunications,  the
Company  believes it competes with the  manufacturers  and their captive leasing
companies and approximately  three  significant  leasing  companies,  as well as
banks and other lessors and financial and lending  institutions  throughout  the
United States and Canada.  In Web-hosting,  the Company  believes that its major
domestic  competitors  are IBM and Exodus.  In its other  services,  the Company
competes  with  manufacturers  and other  national and regional  consulting  and
services organizations.

In continuity services, the Company believes that its major domestic competitors
are IBM and SunGard Data Systems, Inc.  Additionally,  it competes with regional
firms in the domestic, Canadian and European marketplace, which provide contract
continuity services,  and that it is the largest international  provider of such
services.

In managed network services, the Company competes with telecommunications firms,
such as AT&T and MCI Communications,  consulting organizations, such as Andersen
Consulting and EDS, and other local and regional providers.

In desktop  management,  the Company believes it competes with a number of large
general  contractors such as AT&T, GE Capital ITS,  Hewlett-Packard and IBM, all
companies  with  significant  resources  and  with  experience  in  leasing  and
financing.  In addition,  other companies,  such as Amdahl and Unisys--companies
that  have  traditionally   focused  on  equipment   break/fix  and  maintenance
services--have begun offering more comprehensive asset management strategies.

                                      -11-
<PAGE>

The  Company's  continued  ability to compete is also affected by its ability to
attract and retain well qualified personnel and the availability of financing.

Other

The Company does not own any patents, licenses, or franchises which it considers
to be material to the Company's businesses.

The Company's businesses are not seasonal,  however,  quarter-to-quarter results
from operations can vary significantly.

The Company currently believes that the amount of backlog orders is not material
to an understanding of the Company's business.

Because of the nature of the Company's business,  the Company is not required to
carry  significant  amounts of inventory either for delivery  requirements or to
assure continuous availability of goods from suppliers.

At September 30, 2000, the Company had approximately 3,500 full-time employees.

                                      -12-

<PAGE>


Comdisco Ventures group:

The  following  is a  narrative  description  of  the  Comdisco  Ventures  group
business:

Overview

Comdisco Ventures group provides venture leases,  venture debt and direct equity
financing to venture  capital-backed  companies.  Venture leases are leases with
warrants that compensate  Comdisco Ventures group for providing equipment leases
with  terms  having  lower  periodic  cash costs  than  leases or loans  without
warrants.  Similarly,  venture  debt is a  high-risk  loan  with  warrants  or a
conversion-to-equity  feature with more flexible  terms,  having lower  periodic
cash costs and security conditions, than more traditional debt financing. Direct
equity  financings  involve  Comdisco  Ventures  group's purchase of convertible
preferred  stock and common stock from its  customers.  Comdisco  Ventures group
also provides other ancillary  financings,  including  convertible  debt, bridge
loans, expansion loans, acquisition financings and landlord guarantees.

Comdisco Ventures group's  relationships with established  venture capital firms
help it identify what it believes are the best positioned  companies in the most
attractive  high-growth  industries.  Comdisco Ventures group offers companies a
broad range of equity-linked  financing  products,  which complement equity from
venture  capital  firms and debt  from  venture-oriented  banks and  asset-based
lenders.

Comdisco  Ventures  group was  formed in 1987,  and since  that  time,  Comdisco
Ventures  group has  invested  more than $3.0 billion in venture  debt,  venture
leasing and equity financing to over nine hundred venture-backed  companies.  Of
the companies Comdisco Ventures group has helped finance, over one hundred fifty
have gone public and over two hundred have been acquired.  During the last three
years,  some of  Comdisco  Ventures  group's  notable  customers  include  Ariba
Technologies,  Ask Jeeves,  Avici Systems,  Copper  Mountain  Networks,  Corvis,
Critical  Path,  e-Loan,  e.Piphany,   Extreme  Networks,  Gadzoox,  Handspring,
Inktomi, Next Card, Northpoint Communications, Siara Systems, and StratumOne.


Venture  debt and  venture  leasing  can be  utilized  at  various  stages  of a
company's development and for various purposes including the following:
     o early stage capital to supplement the initial  venture capital raised and
     support growth requirements;

     o expansion  capital  between  venture capital rounds to enable an emerging
     company to reach  milestones  and increase  the prospect of raising  future
     capital at higher valuations;

     o Late  stage capital to  provide  financial  flexibility  to deal with the
     uncertainty of a liquidity  event such as an initial public offering or the
     sale of the company; and

As a result of the  specialized  nature of  venture  leases  and  venture  debt,
Comdisco  Ventures  group must have  expertise  in  technology-related  industry
sectors,  access to capital,  the  ability to assess  risk,  relationships  with
venture  capital  firms,  access to deal  flow,  and the  ability  to  structure
transactions appropriately.


Markets

Comdisco  Ventures group focuses its activities on what it believes are the most
attractive emerging industries. Within these industries, Comdisco Ventures group
leverages its industry  knowledge and strong  relationships to provide financing
to the most promising emerging companies. Comdisco Ventures group identified the
following common  characteristics  of potential  customers,  which help to guide
financing decisions:

          Growth.  Comdisco Ventures  group seeks to fund customers that have or
          are  projected to have  significant  and  sustainable  growth in their
          business operations and industry sectors.

          Foreseeable  Liquidity Event. Prior to entering into a commitment with
          a  customer,  Comdisco  Ventures  group  reviews the  likelihood  of a
          liquidity event in a time frame acceptable to us and estimate the fair
          market  value,  which could be realized  from such a liquidity  event.
          Typical  liquidity events include an initial public offering or a sale
          of the company.  Liquidity events historically have enhanced the value
          of Comdisco  Ventures  group's  equity-linked  and equity interests in
          many cases.

                                      -13-

<PAGE>

Comdisco Ventures group currently offers a broad range of financing alternatives
to venture capital-backed companies. The success of Comdisco Ventures group  has
been fueled,  in part,  by its ability to  understand  the capital  needs of its
customers  and to develop  and  customize  attractive  financings  to meet those
needs. Its initial venture lease products have evolved and expanded over time.


Comdisco   Ventures  group  generally   receives  warrants  to  purchase  equity
securities  or the right to convert some of the debt into equity  securities  of
the  customer  in  connection  with  the  lease  and debt  financings.  Warrants
typically  represent  less than 10% of the  customer's  ownership at the date of
origination.  The terms of the  warrants  or equity  conversion,  including  the
expiration  date,  exercise price and terms of the equity security for which the
warrant may be exercised,  will be negotiated  individually  with each customer,
and will likely be affected by the price and terms of  securities  issued by the
customer  to its  venture  capitalists  and other  holders.  Based upon its past
experience,  it is anticipated that most warrants will be exercisable for a term
of three to ten  years.  The equity  securities  for which the  warrant  will be
exercised  generally  will be  convertible  preferred  stock or common stock (of
which there may be one or more classes).

Venture Leasing

Comdisco  Ventures  group's  equipment-based  lease and loan activities  consist
primarily of the direct origination of non-cancelable, full-payout leases. These
leases  cover a variety of  equipment  including  computers,  servers  and other
information technology equipment,  laboratory and scientific equipment,  testing
equipment,  production  equipment  and  software.  The rental rate and all other
transaction  terms are  individually  negotiated with Comdisco  Ventures group's
customers.  The leased  equipment is owned by Comdisco  Ventures  group  through
Comdisco, which in turn purchased the equipment from a variety of manufacturers.

Substantially  all equipment leases that Comdisco Ventures group originates have
specified  non-cancelable  initial  terms  ranging  from two to five years.  The
general terms and conditions of all of its leases are substantially  similar and
are embodied in a master lease agreement.  For each lessee, the lease term, rent
interval,  lease rate factor and other  specific  terms for each piece of leased
equipment are set forth on equipment schedules, which also incorporate the terms
and conditions of its master lease agreement.

During fiscal 2000 and 1999,  Comdisco  Ventures group originated leases through
approximately  340 and 230  separate  transactions,  respectively,  representing
total commitments of approximately $738 million and $332 million, respectively.

Venture Debt

Comdisco  Ventures  group's  venture debt  activities  consist  primarily of the
direct  origination of debt  financings to customers  pursuant to  subordinated,
secured loan  agreements.  These loans bear fixed  interest rates over the prime
rate and are usually repaid in thirty-six monthly installments.  Typically,  the
customer  makes  several   months  of   interest-only   payments,   the  balance
representing  installments of principal and interest.  In addition,  fees may be
paid at closing.

These  subordinated  loans  typically  have been secured by a lien on all of the
borrower's  assets,  which,  in most cases,  is  subordinated to the lien of the
borrower's  senior  lenders.   Loan  documents  usually  contain   cross-default
provisions  linked to any defaults by the customer on any debt  outstanding  and
may have specific provisions governing future financing or pledging of assets.

During fiscal 2000 and 1999,  Comdisco  Ventures group  originated  subordinated
loans  through  approximately  one hundred  seventy  and one hundred  forty-five
separate   transactions,   respectively,   representing   total  commitments  of
approximately $638 million and $367 million, respectively.

Direct Equity Investments

Comdisco  Ventures  group  provides  equity  financing  to customers by directly
purchasing  common or  preferred  convertible  stock.  Comdisco  Ventures  group
generally  purchases  equity at a valuation  based on the most recent  financing

                                      -14-
<PAGE>

round to  venture  capitalists  or, as  applicable,  a current  or  contemplated
financing round.

During  fiscal  2000 and  1999,  Comdisco  Ventures  group  made  direct  equity
investments with  approximately two hundred and ninety  customers,  representing
$145 million and $40 million, respectively.

The  following  table shows  total new lease,  debt and equity  commitments  for
Comdisco Ventures group in the last five years.

                            Total New Commitments By Year-Last 5 Years
                                      (Dollars in Millions)
                        ------------------------------------------------

                          1996      1997      1998      1999       2000
                        ------     -----    ------    ------    --------
Leases ...........      $103.5    $144.3    $220.6    $332.1    $  773.7
Debt .............         7.5      19.5      67.7     367.1       637.7
Equity ...........         3.1       3.7       7.4      39.0       139.3
                        ------    ------    ------    ------    --------
Total ............      $114.1    $167.5    $295.7    $738.2    $1,550.7
                        ======    ======    ======    ======    ========

--------------------------------------------------------------------------------

The  following  table shows the 15 largest  original  commitments  for  Comdisco
Ventures group at September 30, 2000

               15 Largest Commitments
               ----------------------
Company                              Industry Sector
-------                              ---------------
Avici Systems, Inc.                  Communications & Networking
Blue Nile, Inc.                      Internet
Cereva Networks, Inc.                Computer Hardware & Semiconductors
Chorum Technologies, Inc.            Communications & Networking
Corio, Inc.                          Software  & Computer Services
eConvergent, Inc.                    Software  & Computer Services
HomeGrocer.com                       Internet
living.com, Inc.                     Internet
New Edge Networks, Inc.              Communications & Networking
Oresis Communications, Inc.          Communications & Networking
OurHouse.com                         Internet
Silicon Access Technology, Inc.      Computer Hardware & Semiconductors
Telegis Networks, Inc.               Communications & Networking
Telocity, Inc.                       Communications & Networking
Urban Media, Inc.                    Communications & Networking

Comdisco Ventures group tries to avoid concentrating its financing risk in a few
customers.  Comdisco Ventures group's commitment of approximately $25 million to
living.com,  Inc. is the largest commitment  Comdisco Ventures group has made to
any  single  customer.  On August  29,  2000,  living.com  filed for  Chapter 11
reorganization   under  the  federal   bankruptcy   laws.  In  addition,   other
business-to-consumer  companies such as HomeGrocer.com  have experienced reduced
access  to  capital  markets  which  has put  pressure  on their  liquidity.  In
determining its allowance for credit losses,  Comdisco Ventures group takes into
account these industry issues. At September 30, 2000 no commitment to any single
customer represents more than 2% of Comdisco Ventures group's total assets.

As of September 30, 2000, Comdisco Ventures group current public equity holdings
had a market value of $845 million and  represented  ownership in 70  companies.
The 10 largest equity  holdings  represented  80% of the total of these holdings

                                      -15-
<PAGE>

and was composed of the following companies:

                  Largest Public Equity Stakes held by Comdisco
                     Ventures group as of September 30, 2000
                           based on Fair Market Value
                  ---------------------------------------------

Company                              Industry Sector
-------                              ---------------
Avici Systems, Inc.                  Communications & Networking

Ciena Corporation 1                  Software  & Computer Services

Corvis Corporation                   Communications & Networking

Equinix, Inc.                        Communications & Networking

Handspring, Inc.                     Computer Hardware & Semiconductors

Niku Corporation                     Software  & Computer Services

ONI Systems Corp (formerly Optical   Communications & Networking
Networks, Inc.)

Quantum Effect Devices, Inc.         Computer Hardware & Semiconductors

Redback Networks, Inc. 2             Communications & Networking

Turnstone Systems, Inc.              Communications & Networking

----------

                1   Comdisco   Ventures   group    received    shares  in  Ciena
                Corporation,  as  a  result  of  that  company's  purchase  of
                Lightera  Networks,  Inc.

                2 Comdisco Ventures  group received shares in  Redback Networks,
                Inc. as a result of that  company's  purchase  of Siara Systems,
                Inc.


In addition  to its public  equity  holdings at  September  30,  2000,  Comdisco
Ventures  group held warrants and other equity  positions in  approximately  475
private companies.

Competition

Comdisco Ventures group's primary  competitors  include  financial institutions,
equipment lessors and manufacturers,  venture capital firms and  non-traditional
lenders that provide debt and/or equity  financing to emerging,  high technology
companies.  Comdisco  Ventures group believes that it competes  effectively with
these   competitors   based  on  creative  and  innovative   deal   structuring,
flexibility,  reputation,  quality of service, timely credit analysis and timely
decision-making.

Employees

As of September 30, 2000,  Comdisco  Ventures group employed 51 people on a full
time  basis-- 16 personnel  were  involved in  marketing  and sales,  32 were in
processing, servicing and administrative support and 3 were executive employees.
No employees are represented by a labor union.

Legal Proceedings

Comdisco Ventures group is not currently a party to any material litigation.

Additional Information

FOR INFORMATIONAL  PURPOSES ONLY,  Comdisco Ventures group financial  statements
are  attached  to this Form 10-K as  Exhibit  99.01.  These  statements  are not
incorporated  by reference in this or any other filing with the  Securities  and
Exchange  Commission.  THESE  STATEMENTS  SHOULD BE READ IN CONJUNCTION WITH THE
COMDISCO,  INC.  CONSOLIDATED  FINANCIAL  STATEMENTS  AND  THIS  INFORMATION  IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS

                                      -16-

<PAGE>


D.       FINANCIAL   INFORMATION   ABOUT   FOREIGN   AND DOMESTIC OPERATIONS AND
         EXPORT SALES

See Note 18 of Notes to Consolidated  Financial Statements for information about
foreign and domestic operations.

                                      -17-

<PAGE>


Item 2.  Properties

The Company owns its principal  executive office building in Rosemont,  Illinois
that has approximately  269,000 square feet. The Company leases office space for
sales offices in various  domestic and  international  locations.  The Company's
technical services division utilizes a 250,000 square foot building owned by the
Company in Schaumburg,  Illinois. This space is used primarily for refurbishing,
maintenance and equipment storage.

The Company's  continuity  services  group  presently  occupies  eight  recovery
centers owned by the Company,  including 151,000 square feet in Illinois, 34,000
square feet in Texas,  140,000  square feet in Georgia  (opened in fiscal 2000),
56,000 square feet in Toronto,  Canada,  two recovery centers each in New Jersey
of 81,000 and 72,000  square feet (see  construction  in progress,  below),  and
California of 52,000 and 38,000 square feet. The Company's  continuity  services
group  also  leases  255,000,  14,000  and  10,000  square  feet in New  Jersey,
Missouri, and Canada,  respectively.  In addition, the continuity services group
leases  space  throughout  North  America  for  work  area  recovery.   Existing
Company-owned  facilities  can be enlarged  and  expanded to support  additional
growth.  The  Company's  continuity  services  division  also  owns  and  leases
facilities in several European countries.

Construction  in progress:  The Company is currently  building a new facility in
Freemont, California for its Web-hosting services. This facility is scheduled to
become  operational in the first half of calendar 2001. It will be approximately
96,000 square feet of leased spaced. The Company is also building a new 302, 000
square feet leased  facility  in New Jersey to replace its  existing  New Jersey
facilities.

Comdisco Ventures group principal  executive offices are located and its venture
leasing and venture debt activities are conducted at 3000 Sand Hill Road,  Menlo
Park,  California.  Comdisco Ventures group leases office space at the following
locations:



Location                Square Footage Leased
--------                ---------------------
Menlo Park, CA                         3,685
Palo Alto, CA                          4,518
Waltham, MA                            2,393
Rosemont, IL                           2,066

Comdisco  Ventures  group  believes its current  facilities are adequate for its
existing  needs  and  that  additional,  suitable  space  will be  available  as
required.

The Company's  electronics group leases  approximately 68,000 square feet in San
Jose, California, to be used primarily for equipment demonstration,  maintenance
and storage.

                                      -18-

<PAGE>


Item 3.  Legal Proceedings

No material legal proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders

There were no matters  submitted to a vote of security  holders during the three
months ended September 30, 2000.

                                      -19-
<PAGE>



PART II.

Item 5.  Market for  the  Registrant's  Common  Equity  and  Related Stockholder
         Matters

COMDISCO VENTURES GROUP STOCK AND COMDISCO GROUP STOCK

At  a  special  meeting  of  stockholders  on  April  20,  2000,  the  Company's
stockholders  approved the Company's  tracking stock proposal,  which authorized
the Company to amend and restate its current  certificate of incorporation as of
May 4, 2000 to:  increase  the total  authorized  shares  of common  stock  from
750,000,000 to 1,800,000,000;  authorized the board of directors to issue common
stock in multiple series, with the initial series of common stock being Comdisco
stock and Comdisco  Ventures stock; and reclassified  each outstanding  share of
existing common stock as one share of Comdisco stock. No Comdisco Ventures stock
has been issued to date.

STOCK SPLIT

On April 22, 1998, the Board of Directors  authorized a two-for-one split of the
Company's  common stock to be distributed on June 15, 1998, to holders of record
on May 22, 1998.  Accordingly,  all references in the Company's Annual Report to
Stockholders  for the year ended  September  30, 2000 and the  Company's  Annual
Report on Form 10-K for the year ended  September  30, 2000 to common share data
have been adjusted to reflect the split.

PRICE RANGE OF COMMON STOCK

Price Range of Common Stock on page 64 of the Annual Report to Stockholders  for
the year ended September 30, 2000 is incorporated herein by reference.

SHARED INVESTMENT PLAN

On  February  2, 1998,  the Company  announced  that 106 senior  managers of the
Company  exercised  options to purchase over six million shares of the Company's
common  stock  for  approximately  $109  million  (the  "Proceeds").  Under  the
voluntary program, the senior managers took out full recourse, personal loans to
fund their purchase of the shares.  The Company has guaranteed  repayment of the
loans in the event of default.  The purchased shares  represented over 4% of the
then current  total shares  outstanding.  Most of the Proceeds  were used by the
Company to purchase its common  stock under the  Company's  existing  repurchase
program.

COMMON STOCK REPURCHASE PROGRAM

The Company has an on-going common stock repurchase program.  During fiscal 2000
and 1999, the Company  purchased four million shares at an aggregate cost of $91
million  and  five  million   shares  at  an  aggregate  cost  of  $82  million,
respectively.

SHAREHOLDER RIGHTS PLAN

The Company has issued and will issue  preferred  stock  purchase  rights to all
holders of its common stock under a rights agreement  amended and restated as of
May 4, 2000,  between Comdisco and ChaseMellon  Shareholder  Services L.L.C., as
rights  agent.  The restated  rights  agreement  provides  that:

o  each right in effect at the date of restatement be redesignated as a Comdisco
   group  stock  right,  which will  continue  to allow  holders of  outstanding
   Comdisco  group stock to  purchase  shares of the  Company's  Series C junior
   participating  preferred  stock if a  distribution  date (as  defined  in the
   rights agreement) occurs;

o  for  each  share of  Comdisco  group  stock  issued  between  the date of the
   restated rights agreement and the expiration date of the rights,  the Company
   will issue one  Comdisco  group  stock  right  which  will  allow  holders to
   purchase  shares of the  Company's  Series C junior  participating  preferred
   stock if a distribution date occurs; and

                                      -20-
<PAGE>

o  for each share of Comdisco  Ventures  group stock issued  between the date of
   the restated  rights  agreement and the  expiration  date of the rights,  the
   Company will issue one Comdisco  Ventures  group stock right which will allow
   holders to  purchase  share of the  Company's  Series D junior  participating
   preferred stock if a distribution date occurs.

The rights expire on November 17, 2007.

The amended  and  restated  rights  agreement  and  related  forms of the rights
certificates was filed as Exhibit 4.1 with the Company's  Current Report on Form
8-K, filed on June 13, 2000, File No. 1-7725.  The foregoing  description of the
shareholder  rights plan does not purport to be complete and is qualified in its
entirety by reference to such exhibit.

DIVIDENDS

The  Company  has paid  cash  dividends  quarterly  since  February  1979.  Cash
dividends  paid on common  stock were $16 million and $15 million in fiscal 2000
and fiscal 1999, respectively. The most recently declared quarterly common stock
cash dividend, $.025 per share, was paid on December 11, 2000 to stockholders of
record on  November  10,  2000.  There are no  contractual  restrictions  on the
Company's  present  or  future  ability  to pay  common  dividends,  except  its
agreement to maintain a debt to net worth ratio  pursuant to, and certain  other
limitations contained in, the Company's multi-option and global revolving credit
agreements, none of which have any current application.

The Company is permitted to pay dividends on Comdisco  group stock out of assets
of  Comdisco  legally  available  for the  payment of  dividends,  but the total
amounts paid as dividends on Comdisco  group stock cannot  exceed the  available
dividend amount for Comdisco group as described in the Company's charter.

The Company  expects to continue its policy of paying  regular cash dividends on
its Comdisco group stock,  although there is no assurance as to future dividends
because  they are  dependent  upon  the  Company's  profit  levels  and  capital
requirements  as well as financial  and other  conditions  existing at the time.
Common stock cash  dividends  paid were $.10 per share in fiscal 2000 and fiscal
1999. The Company does not expect to pay dividends on Comdisco Ventures stock.

Item 6.  Selected Financial Data

Six Year Summary on pages 22 and 23 of the Annual Report to Stockholders for the
fiscal year ended September 30, 2000 is incorporated herein by reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations on pages 24 through 34 of the Annual Report to  Stockholders  for the
fiscal year ended September 30, 2000 is incorporated herein by reference.


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

Qualitative  Information  About  Market  Risk on pages  33 and 34 of the  Annual
Report  to  Stockholders  for  the  fiscal  year  ended  September  30,  2000 is
incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data

Consolidated  Financial  Statements and the  accompanying  Notes to Consolidated
Financial Statements on pages 35 through 60 of the Annual Report to Stockholders
for the  fiscal  year  ended  September  30,  2000  is  incorporated  herein  by
reference.  Quarterly  Financial  Data  on  page  55 of  the  Annual  Report  to
Stockholders for the fiscal year ended September 30, 2000 is incorporated herein
by reference.

                                      -21-
<PAGE>

Item 9.  Changes  in  and  Disagreements  with  Accountants  on   Accounting and
         Financial Disclosure.

None.

                                      -22-
<PAGE>


PART III.

Item 10.  Directors and Executive Officers of Registrant

The  information  relating to Directors  and  Executive  Officers of  Registrant
contained in the Company's  definitive  Proxy Statement filed within one hundred
twenty days of the last day of the year ended September 30, 2000 is incorporated
herein by reference.

Item 11.  Executive Compensation

The information  relating to Executive  Compensation  contained in the Company's
definitive  Proxy Statement filed within one hundred twenty days of the last day
of the year ended September 30, 2000 is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

The information  relating to Security Ownership of Certain Beneficial Owners and
Management  contained in the Company's  definitive  Proxy Statement filed within
one hundred twenty days of the last day of the year ended  September 30, 2000 is
incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

The  information  relating to Certain  Relationships  and  Related  Transactions
contained in the Company's  definitive  Proxy Statement filed within one hundred
twenty days of the last day of the year ended September 30, 2000 is incorporated
herein by reference.

                                      -23-
<PAGE>


PART IV.

Item 14.  Exhibits, Financial Statement Schedule, and Reports on Form 8-K

(a)(1) and (a)(2)          Certain Documents Filed as Part of the Form 10-K:

                           The financial  statements,  including the  supporting
                           schedule, listed in the Index to Financial Statements
                           and Financial Statement Schedule are filed as part of
                           this Form 10-K on page 26.

(a)(3) Exhibits:
                           See Index to Exhibits filed as part of this Form 10-K
                           on pages 29 through 32.

                           Items  identified as Exhibits  10.01 through 10.15 of
                           that index are management  contracts or  compensation
                           arrangements required to be filed as exhibits to this
                           Form 10-K.

(b) Exhibits:
                           Included in Item (a)(3) above.

(c) Financial Statement Schedule Required by Regulation S-X:

                           Included in Item (a)(1) and (a)(2) above.



                                      -24-
<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: December 20, 2000                                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/  JAMES VOELKER
John J. Vosicky                                        James Voelker
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                                  Director
(Principal Accounting Officer)
and Corporate Controller

/S/  ROBERT A. BARDAGY                                 /S/  THOMAS H. PATRICK
Robert A. Bardagy                                      Thomas H. Patrick
Director                                               Director

/S/  HARRY M. JANSEN KRAEMER, JR.                      /S/  RICK KASH
Harry M. Jansen Kraemer, Jr.                           Rick Kash
Director                                               Director

/S/  C. KEITH HARTLEY                                  /S/  CAROLYN L. MURPHY
C. Keith Hartley                                       Carolyn L. Murphy
Director                                               Director

                                                 Each of the above signatures is
                                                 affixed as of December 20, 2000


                                      -25-
<PAGE>


Comdisco, Inc. and Subsidiaries

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

The  following  consolidated  financial  statements  and  notes to  consolidated
financial statements of Comdisco,  Inc. and Subsidiaries and related Independent
Auditors' Report, included in the Registrant's Annual Report to Stockholders for
the fiscal year ended September 30, 2000, are  incorporated by reference in Item
8:

                                                                   Annual Report
                                                                     Page Number
                                                                   -------------


Consolidated Statements of Earnings --
  Years Ended September 30, 2000, 1999 and 1998 .......................   35

Consolidated Balance Sheets -- September 30, 2000 and 1999 ............   36

Consolidated Statements of Stockholders' Equity --
  Years Ended September 30, 2000, 1999 and 1998 .......................   37

Consolidated Statements of Cash Flows --
  Years Ended September 30, 2000, 1999 and 1998 ....................... 38-39

Notes to Consolidated Financial Statements ............................ 40-60

Independent Auditors' Report ..........................................   61


The following  consolidated  financial statement schedule of Comdisco,  Inc. and
Subsidiaries is included in Item 14(d):
                                                                       Form 10-K
                                                                     Page Number
                                                                     -----------

Schedule  II -- Valuation and Qualifying Accounts  ....................   38



All other  schedules for which  provision is made in the  applicable  accounting
regulation of the Securities and Exchange  Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.


                                      -26-
<PAGE>



[KPMG LLP Letterhead]

                          Independent Auditors' Report


The Board of Directors and Stockholders
Comdisco, Inc.:

Under date of November 7, 2000, we reported on the  consolidated  balance sheets
of Comdisco,  Inc. and  subsidiaries  as of September 30, 2000 and 1999, and the
related  consolidated  statements of earnings,  stockholders'  equity,  and cash
flows for each of the years in the three-year  period ended  September 30, 2000,
as  contained  in the 2000 annual  report to  stockholders.  These  consolidated
financial statements and our report thereon are incorporated by reference in the
annual report on Form 10-K for the year ended  September 30, 2000. In connection
with our audits of the aforementioned consolidated financial statements, we also
have audited the related consolidated  financial statement schedule as listed in
the accompanying  index. The financial  statement schedule is the responsibility
of the Company's management.  Our responsibility is to express an opinion on the
financial statement schedule based on our audits.

In our opinion,  such financial statement schedule,  when considered in relation
to the  basic  consolidated  financial  statements  taken as a  whole,  presents
fairly, in all material respects, the information set forth therein.


                                                 /s/  KPMG LLP


Chicago, Illinois
November 7, 2000

                                      -27-
<PAGE>


Comdisco, Inc. and Subsidiaries

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

For the Three Years Ended September 30, 2000
(in millions)
<TABLE>
<CAPTION>

                                                           Additions
                                        Balance at        charged to                      Balance at
                                         beginning         costs and                          end
       Description                       of period         expenses           Other        of period
 -------------------                     ---------         --------           -----        ---------


Year ended September 30, 1998:
<S>                                      <C>               <C>             <C>                <C>
Allowance for
  doubtful accounts                       $22               $12             $(10)<F1>          $24
                                          ===               ===             =====              ===

Year ended September 30, 1999:
Allowance for
  doubtful accounts                       $24               $41            $ (22)<F1>          $43
                                          ===               ===            ======              ===

Year ended September 30, 2000:
Allowance for
  doubtful accounts                       $43              $156             $(75)<F1>         $124
                                          ===              ====             =====             ====



<FN>
<F1> Write off of receivables net of recoveries.
</FN>
</TABLE>

                                      -28-
<PAGE>


Comdisco, Inc. and Subsidiaries
INDEX TO EXHIBITS

       Exhibit No.                       Description of Exhibit

            3.01       Amended and Restated  Certificate  of  Incorporation   of
                       Registrant  filed with the Secretary of State of Delaware
                       on May 4, 2000

                               Incorporated  by  reference  to Exhibit 3.1 filed
                               with the Company's  Quarterly Report on Form 10-Q
                               for the Quarterly Period ended March 31, 2000, as
                               filed with the Commission May 14, 2000,  File No.
                               1-7725.

            3.02       By-Laws of Registrant dated November 4, 2000


            4.01       Indenture  Agreement  between  Registrant  and  Citibank,
                       N.A., as Trustee dated as of June 15, 1992

                               Incorporated  by  reference  to Exhibit 4.1 filed
                               with the  company's  Current  Report  on Form 8-K
                               dated  September  1,  1992,  as  filed  with  the
                               Commission on September 2, 1992, File No. 1-7725,
                               the copy of Indenture, dated as of June 15, 1992,
                               between Registrant and Citibank, N.A., as Trustee
                               (said   Indenture   defines   certain  rights  of
                               security holders).

            4.02       Indenture  Agreement  between   Registrant  and  Chemical
                       Bank,  N.A., as Trustee,  dated as of April 1, 1988

                               Incorporated  by  reference  to Exhibit 4.5 filed
                               with  the  company's  Form 8 dated  February  21,
                               1991,  File No.  1-7725,  the  copy of  Indenture
                               dated as of April 1, 1988, between Registrant and
                               Manufacturers   Hanover   Trust   Company   (said
                               Indenture  defines  certain  rights  of  security
                               holders).

            4.03       First  Supplemental   Indenture  between  Registrant  and
                       Chemical   Bank,   N.A.,   as   Trustee,   dated   as  of
                       January 1, 1990

                               Incorporated  by  reference  to Exhibit 4.8 filed
                               with the company's  Quarterly Report on Form 10-Q
                               for the quarter ended December 31, 1990, File No.
                               1-7725,   the  copy  of  the  First  Supplemental
                               Indenture  dated as of January  1, 1990,  between
                               Registrant   and   Manufacturers   Hanover  Trust
                               Company,   as  Trustee  (said  Indenture  defines
                               certain rights of security holders).


                                      -29-
<PAGE>




Exhibit No.                         Description of Exhibit

            4.04       Amended  and  Restated  Rights  Agreement,   dated  as of
                       May 4,2000, between  the   Registrant   and   ChaseMellon
                       Shareholder Services, L.L.C., as   Rights   Agent,  which
                       includes Designations, Preferences and Rights of Series C
                       Junior   Participating   Preferred   Stock  and Series  D
                       Junior Participating Preferred  Stock  and  the  Form  of
                       Rights Certificates

                               Incorporated  by  reference  to Exhibit 4.1 filed
                               with the  company's  Current  Report  on Form 8-K
                               dated    May  4,  2000,  as   filed   with    the
                               Commission June 14, 2000 File No. 1-7725.


            4.05        Indenture  Agreement  between  Registrant and  The  Fuji
                        Bank  and  Trust  Company,  as  Trustee,  dated  as   of
                        February 1, 1995

                               Incorporated  by  reference to Exhibit  4.1 filed
                               with  the  company's  Current Report  on Form 8-K
                               dated May 15, 1995,  as filed with the Commission
                               on May 15, 1995, File No. 1-7725, the copy of the
                               Indenture dated as of  February   1, 1995 between
                               the   Registrant   and  The Fuji  Bank  and Trust
                               Company,  as   Trustee   (said  Indenture defines
                               certain rights of security holders).

            4.06       Indenture   Agreement  between   Registrant  and   Yasuda
                       Bank  and   Trust  Company (U.S.A.), as   Trustee,  dated
                       as of December 1, 1995

                               Incorporated  by  reference  to Exhibit 4.1 filed
                               with  the  company's  Current Report  on Form 8-K
                               dated   January  12,  1996,   as  filed with  the
                               Commission on January 17, 1996, File No.  1-7725,
                               the copy of the Indenture dated as of December 1,
                               1995  between the  Registrant and Yasuda Bank and
                               Trust Company (U.S.A), as Trustee (said Indenture
                               defines certain rights of security holders).

            4.07       Indenture  Agreement  between  Registrant  and  The  Fuji
                       Bank  and  Trust   Company,  as   Trustee,  dated  as  of
                       December 15, 1998

                               Incorporated  by  reference  to Exhibit 4.1 filed
                               with the  Company's  Current  Report  on Form 8-K
                               dated   January  19,  1999,  as  filed  with  the
                               Commission on January 20, 1999,  File No. 1-7725,
                               the copy of the  Indenture  dated as of  December
                               15, 1998 between the Registrant and The Fuji Bank
                               and Trust  Company,  as Trustee  (said  Indenture
                               defines certain rights of security holders).


            4.08       Indenture Agreement between Registrant and SunTrust Bank,
                       as Trustee, dated as of   September 15, 1999

                               Incorporated   by   reference    to  Exhibit  4.1
                               filed   with  the  company's   Form  8-K    dated
                               February 29,  2000, the copy  of  the   Indenture
                               dated  as  of  September 15,  1999 between    the
                               Registrant   and   SunTrust   Bank, as    Trustee
                               (said  Indenture     defines   certain rights  of
                               security holders).

            4.09       Description of the Rights  of  Holders of  Comdisco stock
                       and Comdisco Ventures group stock.

                               Incorporated by reference to pages 12 through  20
                               and pages 46 through 62 of the  Company's   Proxy
                               Statement on Schedule 14A, dated March 20,  2000,
                               as filed  with  the  Commission March  20,  2000,
                               File No. 1-7725.

           10.01       1981 Stock Option Plan of the Registrant

                               Incorporated  by  reference to Exhibit 10.4 filed
                               with the  Company's  Annual  Report  for the year
                               ended  September 30, 1982 on Form 10-K,  File No.
                               1-7725.

           10.02       Amendment  to 1979  and  1981  Stock  Option Plans of the
                       Registrant dated December 15, 1986

                               Incorporated  by  reference to Exhibit 10.6 filed
                               with the  Company's  Annual  Report  for the year
                               ended  September 30, 1987 on Form 10-K,  File No.
                               1-7725.


                                      -30-
<PAGE>



         Exhibit No.                     Description of Exhibit

           10.03       1987 Stock Option Plan of the Registrant

                               Incorporated  by  reference to Exhibit 10.7 filed
                               with the  Company's  Annual  Report  for the year
                               ended  September 30, 1988 on Form 10-K,  File No.
                               1-7725.

           10.04       Amendment  to  1981 and 1987 Stock Option  Plans  of  the
                       Registrant dated November 4, 1987

                               Incorporated  by  reference to Exhibit 10.9 filed
                               with the  Company's  Annual  Report  for the year
                               ended  September 30, 1987 on Form 10-K,  File No.
                               1-7725.

           10.05       1989 Non-Employee Director Stock Option Plan

                               Incorporated  by reference to Exhibit 10.11 filed
                               with the  Company's  Annual  Report  for the year
                               ended  September 30, 1990 on Form 10-K,  File No.
                               1-7725.

           10.06       1996 Non-Employee Director Stock Option Plan

                               Incorporated  by reference to Exhibit 10.10 filed
                               with the  Company's  Annual  Report  for the year
                               ended  September 30, 1996 on Form 10-K,  File No.
                               1-7725.

           10.07       1991 Stock Option Plan

                               Incorporated  by reference to Exhibit 10.08 filed
                               with  the Company's  Annual  Report  for the year
                               ended  September  30, 1992 on Form 10-K, File No.
                               1-7725.


           10.08       1992 Long-Term Stock Ownership Incentive Plan

                               Incorporated by reference to Exhibit  10.09 filed
                               with the  Company's  Annual  Report  for the year
                               ended September  30, 1992 on Form 10-K,  File No.
                               1-7725

           10.09       1995 Long-Term Stock Ownership Incentive Plan

                               Incorporated  by reference to Exhibit 10.13 filed
                               with the  Company's  Annual  Report  for the year
                               ended  September 30, 1996 on Form 10-K,  File No.
                               1-7725.

           10.10       Amended and Restated 1998 Employee Stock Purchase Plan

                               Incorporated by reference to Exhibit 10.01 to the
                               Company's  Proxy Statement on Schedule 14A dated
                               March 20, 2000

                                      -31-
<PAGE>


         Exhibit No.                     Description of Exhibit

           10.11       Amended   and   Restated  International   Employee  Stock
                       Purchase Plan

                               Incorporated by reference to Exhibit 10.02 to the
                               Company's  Quarterly Report for the quarter ended
                               March 31, 1998 on Form 10-Q, File No. 1-7725.

           10.12       Amended and  Restated Long-Term Stock Ownership Incentive
                       Plan

                               Incorporated by reference to Annex IV to the
                               Company's  Proxy Statement on Schedule 14A dated
                               March 20, 2000

           10.13       Amendment to the 1995 Long-Term Stock Ownership Incentive
                       Plan; 1992 Long-Term Stock Ownership Incentive Plan; 1991
                       Stock  Option Plan;  1987 Stock  Option Plan;  1981 Stock
                       Option  Plan;  1996  Non-Employee  Director  Stock Option
                       Plan; and 1989  Non-Employee  Director Stock Option Plan,
                       each dated November 3, 1999.

                               Incorporated  by   reference  to  Exhibit   10.13
                               filed  with  the Company's  Annual Report for the
                               year ended September 30, 1999 on  Form 10-K, File
                               No. 1-7725

           10.14      Amended  and Restated  1999 Non-Employee  Directors  Stock
                      Option Plan

                               Incorporated  by  reference  to  Annex  V to  the
                               Company's  Proxy Statement on Schedule 14A, dated
                               March 20, 2000,  as filed with the  Commission on
                               March 20, 2000, File No. 1-7725

           10.15      Management Compensation Arrangements and Plans

           11.00      Computation of Earnings Per Share

           12.00      Ratio of Earnings to Fixed Charges

           13.00      Annual Report to Security Holders

                               Six Year  Summary,  Management's  Discussion  and
                               Analysis of  Financial  Condition  and Results of
                               Operations,   and  the   Consolidated   Financial
                               Statements   on  pages  24  through  53  and  the
                               Quarterly  Financial  Data  on  page  52 and  the
                               Independent  Auditors'  Report  on page 54 of the
                               Annual Report to security  holders for the fiscal
                               year   ended   September   30,   2000  have  been
                               incorporated  by  reference  as part of this Form
                               10-K.

           21.00       Subsidiaries of Registrant

           23.01       Consent of KPMG LLP dated December 20, 2000

           27.0        Financial Data Schedule


           99.01       Financial Statements of Comdisco Ventures group

                              These  financial  statements  are filed  with this
                              Annual  Report  on  Form  10-K  for  informational
                              purposes   only  and  are  not   incorporated   by
                              reference  in this or any  other  filing  with the
                              Securities and Exchange Commission.

                                      -32-