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, 1996
                                       or
            [ ] Transition Report Pursuant to Section 13 of 15(d) of
             the Securities Exchange Act of 1934 For the transition
               period from ___________________ to ________________

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

                                                        Name of each exchange
                                                        ---------------------
      Titles of each class                               on which registered
      --------------------                               -------------------
Common Stock                                        New York Stock Exchange
$.10 par value                                      Chicago Stock Exchange, Inc.
Common Stock Purchase Rights                        New York Stock Exchange
                                                    Chicago Stock Exchange, Inc.
8.75% Cumulative Preferred Stock, Series A and B    New York Stock Exchange
 $25 stated value and liquidation preference

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. [X]

The  aggregate  market  value of the common stock held by  nonaffiliates  of the
Registrant as of December 4, 1996 was approximately $1,100,000,000. For purposes
of the foregoing  calculation only, all directors and executive  officers of the
registrant  have been deemed  affiliates.  As of September 30, 1996,  there were
49,632,758 shares of the Registrant's common stock, $.10 par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:
1.          Portions of the Annual Report to  Stockholders  for the fiscal year
            ended September 30, 1996 are  incorporated by reference into Part I
            and II.
2.          Portions of Comdisco,  Inc.'s  definitive  Proxy  Statement  for the
            Annual Meeting of  Stockholders to be held on January 21, 1997 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

                                     PART I.
<S>      <C>  <C>                                                                                        <C>    

Item     1.   Business   .............................................................................   3
Item     2.   Properties .............................................................................   8
Item     3.   Legal Proceedings ......................................................................   8
Item     4.   Submission of Matters to a Vote of Security Holders.....................................   8

                                    PART II.

Item     5.   Market for the Registrant's Common Equity and Related Stockholder Matters...............   9
Item     6.   Selected Financial Data.................................................................  10
Item     7.   Management's Discussion and Analysis of Financial Condition and Results of Operations ..  10
Item     8.   Financial Statements and Supplementary Data.............................................  10
Item     9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure....  10

                                    PART III.

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

                                    PART IV.

Item   14.   Exhibits, Financial Statement Schedule, and Reports on Form 8-K..........................  12

SIGNATURES    ........................................................................................  13

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE........................................  14

INDEX TO EXHIBITS  ...................................................................................  17
</TABLE>



                                       2
<PAGE>



PART I.

Item 1. Business

GENERAL

Comdisco,  Inc.  (with its  subsidiaries,  the  "Company"  or  "Comdisco")  is a
technology services company,  providing solutions that help organizations reduce
technology  cost and risk. The Company  operates in one industry  segment,  high
technology  equipment,  and provides information  technology services,  business
continuity services and diversified technology services to its customers.  These
services are designed to provide integrated, long-term, cost effective asset and
technological planning as well as data recovery and voice  availability/recovery
to users of high technology equipment.

As an independent  organization,  the Company provides  customers with available
technical, financial and recovery alternatives,  regardless of hardware platform
or manufacturer. In addition to working with its customers to develop strategies
governing  when to  acquire  equipment  and how to  track  it,  when to  upgrade
existing  equipment and when to order new equipment to take advantage of current
technology,  Comdisco also provides business  continuity services for customers'
data, voice and network  systems.  The Company also has the ability to act as an
outlet for the equipment being displaced.

Comdisco's  business  is  diversified  by  customer,  customer  type,  equipment
segments,  geographic  location  of its  customers  and  maturity  of its  lease
receivables.  The Company's  customers  include  "Fortune 1000"  corporations or
companies  of a similar  size as well as  smaller  corporations.  A  substantial
portion of the Company's  transactions are with repeat customers.  The Company's
businesses are not dependent on any single  customer or on any single source for
the purchasing, selling or leasing of equipment.

The  Company  was founded in 1969 and  incorporated  in  Delaware  in 1971.  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.  At September 30, 1996, the Company had approximately  2,100 full-time
employees.

The Company's  services are organized  into three groups of related  businesses,
and are provided generally through separate business units,  although there is a
significant amount of interrelated activities. The three groups are as follows:

     Information Technology Services ("ITS"):

         Distributed  Systems:  Leasing,  remarketing,  consulting  and business
         continuity   services  for  distributed   computing   systems--servers,
         workstations,   PCs,   local  area   networks  and   telecommunications
         equipment.

         Technology   Integration:   Asset  management   services  for  managing
         information technology assets, including software tools and consulting.

         Large Systems: Leasing, remarketing, consulting and business continuity
         services for mainframe and midrange systems.

         Business units comprising ITS are, in addition to, Comdisco  Technology
         Integration   Services  and  Comdisco  Network  Services,   the  groups
         responsible  for  the  buying,  selling,  and  leasing  of  distributed
         computing systems and large systems equipment.
                                       3
<PAGE>
     Business Continuity and Network Services ("BCNS"):

         Enterprisewide  business continuity services that emphasize  technology
         and  data  and  voice  availability  across  data  centers,   networks,
         distributed systems, and the desktop computing environment.

         Business  units  in  BCNS  are  Comdisco  Disaster  Recovery  Services,
         Comdisco Professional Services and Comdisco Network Services.

     Diversified Technology Services ("DTS"):

         Leasing, asset management and reconditioning services for semiconductor
         manufacturers,   hospitals  and  related  healthcare   providers,   and
         equipment leasing to early-stage high technology companies.

         Business  units  in  DTS  are  Comdisco  Electronics  Group,   Comdisco
         Healthcare and Scientific Group, Comdisco Scientific Exchange, Comdisco
         Medical Exchange and Comdisco Ventures.

The  Company's  operations  are conducted  through its  principal  office in the
Chicago  area and  approximately  fifty  offices in the United  States,  Canada,
Europe and the Pacific Rim. The Company also operates in South America, however,
it does not maintain local offices in any South American  country.  Subsidiaries
in Europe  and Canada  offer  services  similar  to those  offered in the United
States.

Each  business  unit is  directed  by its own  management  team  and has its own
marketing and operations support personnel.  Each management team reports to the
Office of the President,  which is responsible for overall corporate control and
coordination, as well as strategic planning.  Coordination of the business units
is also accomplished through centralized budgeting,  and shared services such as
human resources, legal, cash management and accounting.

The business  units maintain  their own direct  marketing  force to manage their
customer base and to market its own services as well other units'  services.  In
addition, the Company may, from time-to time, enter into marketing relationships
with major 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.

See  "International  Operations" on page 30 of the Annual Report to Stockholders
for the fiscal year ended  September 30, 1996 (which is  incorporated  herein by
reference) for a discussion of the Company's geographic results of operations in
fiscal  1996,  1995 and 1994  and  Note 14 of  Notes to  Consolidated  Financial
Statements on pages 46 and 47 of the Annual Report to Stockholders  for the year
ended  September 30, 1996,  which includes  geographic  segment and export sales
information and is incorporated herein by reference.

FORWARD-LOOKING STATEMENTS

Statements  about  the  Company's   expectations,   including  future  revenues,
earnings,  its ability to compete and to maintain  market share, to adapt to and
to capitalize on emerging growth  opportunities and anticipated  benefits of its
business  strategies,  and all other  statements  in this  Report on Form  10-K,
including   Management's'   Discussion  and  Analysis   incorporated  herein  by
reference,  and other Company  communications  other than historical  facts, are
"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.  Since these statements involve risks and uncertainties
and are subject to change at any time, the Company's actual results could differ
materially   from   expected   results.   The  Company   derives   most  of  its
forward-looking  statements from its operating budgets and forecasts,  which are
based  on many  detailed  assumptions.  While  the  Company  believes  that  its
assumptions are reasonable,  it cautions that there are inherent difficulties in
predicting certain important factors,  including, but not limited to, the timing
and scope of  technological  advances,  the  effect  of
                                       4
<PAGE>
business  and economic  conditions,  the growth of the  semiconductor  industry,
trend of movement to  client/server  environment  and the mix of leases written.
The mix of leases written are 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
policies   and  pricing   policies   and  the  pricing   policies  of  equipment
manufacturers,  and price competition from other lessors. The Company undertakes
no  obligation  to  publicly  update or revise  any  forward-looking  statements
whether as a result of new information, future events or otherwise. Reference is
made to "Safe Harbor Statement under the Private  Securities  Litigation  Reform
Act of 1995" on page 30 of the Company's Annual Report to Stockholders  which is
incorporated by reference herein.

INFORMATION TECHNOLOGY SERVICES

Distributed   Systems  Group:  The  Company  buys,  sells  and  leases  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  "Technology
Integration")  to its existing and prospective  customers.  The Company believes
that approximately 41% of its equipment placed on lease (including International
operations) in fiscal 1996 was distributed computing systems.

The Company's  Distributed  Systems Group also buys,  sells,  and leases new and
refurbished  telecommunications  equipment throughout North America. The Company
provides its customers with a market for, and a source of, used  equipment.  The
telecommunications portfolio includes PBX systems, VSATs, voice mail, modems and
bridges, hubs and routers and concentrators.

Additionally,  the  Company  buys,  sells and leases new and used  point-of-sale
terminals and leases other office equipment such as fax machines and copiers.

Technology  Integration:  The Company's  technology  integration  group provides
strategic  solutions for asset management to its customers  through the creation
of a  systematic  approach  to  managing  information  technology  assets.  This
approach  includes the establishment of processes and the leveraging of systems,
software  tools  and,  to a  limited  extent,  business  partners,  to  increase
productivity,  enhance  end-user  satisfaction,  and reduce  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 data base 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  Distributed  Systems  Group
activities,   include   transitional   strategies,   integration   planning  and
implementation,  financing  (hardware  and  software),  and business  continuity
planning.

The Company's  integrated asset  management  software tools let customers order,
track and manage their  inventory of  distributed  systems  equipment.  In 1996,
Comdisco  reached an  agreement  with Asset  Software  International  ("ASI") to
distribute  ASI's  asset  management  product  line  as  part  of the  Company's
technology integration solutions.

Large  Systems:  The  Company  buys or  leases,  and in turn  sells,  leases  or
subleases IBM computer  equipment as well as equipment  manufactured  by others.
The  Company's  sale and lease  transactions  include  the  "mainframe"  central
processing units, midrange,  and/or various peripherals,  such as printers, tape
and disk drives and other equipment used with a mainframe.

The  mainframe   industry  has  been   characterized  by  rapid  and  continuous
technological  advances  permitting  broadened user applications.  Users upgrade
equipment as their existing  equipment becomes  inappropriate for their needs or
as a result of  changes  in the  required  amount of data  processing  capacity.
Recent technological  advances in mainframe technology by International Business
Machines ("IBM") have focused on "parallel  
                                       5
<PAGE>
processing" systems.  These systems include transaction  processing and database
server  models,  designed  for both  "legacy"  and  newer  technologies  in open
systems.  In 1996, IBM introduced its next generation of mainframes,  which rely
on  cost-effective  "complementary  metal-oxide  semiconductor  (referred  to as
"CMOS)" technology,  and, with the recent entry of similar offerings from Amdahl
Corporation  and Hitachi Data  Systems,  the Company  expects the large  systems
market to be very active in 1997.

The Company assists  customers in: planning and  implementing  major data center
relocations and  consolidations;  evaluating  information  technology  needs and
system assessments; equipment procurement strategies and timing.

In  addition  to  mainframes,  there are  technological  advances in both direct
access  storage  devices  and  tape  drives.   The  Company  remains  an  active
participant in the mainframe, client/server and related peripheral markets.

Advances in technology affect the market for computer products and may also have
an impact on the way the Company  conducts  its  activities.  The Large  Systems
market,  although an important  one for the Company,  remains very  competitive,
with the largest market share held by the major manufacturers. Comdisco believes
it is one of the only major independent  lessors  competing in this market.  The
Company  believes that  approximately  41% of the  equipment  placed on lease in
fiscal 1996 (including International  operations) was large systems related. The
Company does not expect this percentage to increase in fiscal 1997.

BUSINESS CONTINUITY AND NETWORK SERVICES

These services entail complete  enterprisewide  recoverability,  including large
central  processing sites,  client/server,  workstation and PC environments;  as
well  as  local  and  wide  area   networks   and  voice   availability/recovery
capabilities,  consulting  services in  business  continuity  planning,  network
services and data protection, as well as other related data processing services,
throughout the United States,  Canada and Europe.  The Company  provides  backup
capabilities  for, among others,  Digital  Equipment  Corporation,  IBM, Hewlett
Packard, Sequent, Stratus, Sun Micro Systems, Tandem and Unisys equipment users.
Comdisco's  services  are  designed to help  customers  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.

Through its network  and  facilities  strategy  entitled  CDRS Net,  the Company
offers customers access to its North American  facilities,  including a range of
data processing recovery services at hot sites, Customer Control Centers ("CCC")
and shell sites. Hot sites are equipped computer facilities that include central
processing units,  peripherals and  communications  equipment.  A CCC interfaces
customers to geographically  separated hot sites by means of  telecommunications
lines. Most facilities also include workstation and/or desktop recovery,  voice,
and network capabilities.  Capabilities also include client/server platforms and
midrange systems.

Comdisco operates one of the largest  communications  networks in North America.
In  fiscal  1996,   Comdisco  formed  Comdisco  Network  Services  and  acquired
NetforceMTI.   The  combined   business   unit  provides   network   assessment,
implementation  and management  services  designed to reduce the cost of network
ownership.

Of the  Company's  thirty-one  locations,  eight 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,  as well as a location in
Southern New Jersey that serves the Mid-Atlantic  region 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.

                                       6
<PAGE>
DIVERSIFIED TECHNOLOGY SERVICES

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.

Healthcare Group: Through its 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  oscillascopes,
analyzers  and  testers  and  laboratory   equipment  such  as  microscopes  and
centrifuges.  Additionally,  the Company has a comprehensive  medical  equipment
refurbishing facility and has earned ISO certification for its facility.

Comdisco  Ventures:   The  Company  provides  equipment   financing  to  venture
capital-backed start-ups, with the right to acquire small ownership positions in
these companies.  Comdisco  Ventures' strategy is to invest in growth industries
and, in fiscal 1996,  approximately 25% of its business was in  Internet-related
software or services.  Other primary markets include client/server,  multimedia,
advanced telecommunications, and healthcare.

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 manufacturers' independence and its ability to develop and offer alternative
solutions and options to high technology  equipment users. The Company is a full
service lessor. Primarily as a result of technological changes,  competition has
increased  in  the  leasing  industry  and  the  number  of  companies  offering
competitive  services,  such as  asset  management  and  other  high  technology
equipment leasing, has increased.  Competitive  alliances have also impacted the
leasing industry.

In large  systems  the Company  believes  that it  competes  primarily  with the
manufacturers  and their  captive or related  leasing  companies,  if any, a few
other leasing  companies and, to a certain extent,  large system  integrators as
well as  outsourcers.  The Company also  believes  that,  aside from IBM and its
captive leasing company,  IBM Credit Corp., it is one of the largest purchasers,
sellers  and lessors of IBM  equipment.  The  Company  does not  believe  that a
significant amount of used IBM equipment is sold independently by owner-users of
the equipment to other owner-users.  The Company's  continued ability to compete
effectively may be affected by policies of IBM.

In  PCs,  workstations,  electronics,  healthcare  and  telecommunications,  the
Company  believes it competes with the  manufacturers  and their captive leasing
companies and approximately five significant leasing companies, as well as banks
and other lessors and financial and lending  institutions  throughout the United
States  and  Canada.   In  its  other  services,   the  Company   competes  with
manufacturers   and  other   national  and  regional   consulting  and  services
organizations.
                                       7
<PAGE>
In business continuity, the Company believes that it competes with approximately
two significant domestic companies,  IBM and SunGard Data Systems, Inc., as well
as other  regional  firms in the  domestic,  Canadian and European  marketplace,
which provide contract business continuity services,  and that it is the largest
international  provider  of such  services.  In network  services,  the  Company
competes with telecommunication  firms, consulting organizations and other local
and regional providers.

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, trademarks,  licenses, or franchises which
would be considered significant to the Company's businesses.

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

The amount of backlog  orders is not  material to  understanding  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  to
assure continuous availability of goods from suppliers.


Item 2.  Properties

The Company owns its principal  executive office building in Rosemont,  Illinois
that has approximately 269,000 square feet, and has pledged the property as part
of a mortgage  agreement.  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  business  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, 42,000 square feet
in Georgia, 56,000 square feet in Toronto,  Canada, two recovery centers each in
New Jersey of 81,000 and 72,000 square feet, and California of 52,000 and 38,000
square  feet.  The  Company's  business  continuity  services  group also leases
255,000,  14,000 and 10,000  square  feet in New Jersey,  Missouri,  and Canada,
respectively.  Existing Company-owned facilities can be enlarged and expanded as
required to support  additional growth. The Company's disaster recovery services
division also owns and leases  facilities  in several  European  countries.  The
Company's medical  refurbishment  subsidiary leases approximately 100,000 square
feet  in  Wood  Dale,   Illinois.   The  Company's   electronics   group  leases
approximately 35,000 square feet in San Jose,  California,  to be used primarily
for maintenance and equipment storage.

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, 1996.
                                       8

<PAGE>
PART II.

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

STOCK SPLIT

On November 7, 1995, the Board of Directors  authorized a three-for-two split of
the Company's  common stock to be distributed on December 8, 1995, to holders of
record on November 17, 1995. Accordingly, all references in the Company's Annual
Report to Stockholders'  for the year ended September 30, 1996 and the Company's
Annual Report on Form 10-K for the year ended September 30, 1996 to common share
data have been adjusted to reflect the split.

PRICE RANGE OF COMMON STOCK

Price Range of Common Stock on page 30 of the Annual Report to Stockholders  for
the year ended September 30, 1996 is incorporated herein by reference.

COMMON STOCK REPURCHASE PROGRAM

During fiscal 1996, the Company  purchased 3.7 million shares of its outstanding
common stock at an aggregate cost of $80 million. These purchases, when added to
the shares  purchased  in prior years,  bring the total number of common  shares
purchased  to 27.8  million  (.5  million  shares  were issued in fiscal 1996 in
connection  with the Company's  acquisition of  NetforceMTI,  1.5 million shares
were issued upon conversion of a 6% convertible  subordinated promissory note in
fiscal 1995 and an additional  2.9 million  shares were  distributed as a common
stock  dividend on March 30, 1992),  at an aggregate  cost of $363  million.  An
additional 1.1 million shares of common stock were purchased  between  September
30, 1996 and November 5, 1996 at a cost of $25 million.

SHAREHOLDER RIGHTS PLAN

On November 18, 1987, the Board adopted a shareholders  rights plan and pursuant
thereto declared a dividend distribution of one Right for each outstanding share
of  common  stock of the  Company  to  stockholders  of  record  at the close of
business on November 27, 1987 (the "Record Date").  The shareholder  rights plan
was  amended  and  restated as of  November  7, 1994.  Each Right  entitles  the
registered  holder under certain  circumstances to purchase from the Company one
share of common stock at a Purchase  Price of $63.49,  subject to  adjustment in
certain  circumstances.  The  Purchase  Price is to be paid in cash.  The Rights
become  exercisable  if (i) a person or group  (other  than any holder of 20% or
more of the common stock on the Record Date and its  successors)  (an "Acquiring
Person") becomes the beneficial  owner of 15% or more of the outstanding  common
stock (and the Company  does not redeem the Rights  within 15 days  thereafter),
(ii) a person or group makes a tender or exchange offer which upon  consummation
would  result in such  person or group  beneficially  owning  15% or more of the
common  stock  (and the  Company  does not  redeem  the  Rights  within  15 days
thereafter) or (iii) the Board of Directors  determines that a beneficial  owner
of 10% or more of the  common  stock is an  Adverse  Person  (as  defined in the
Rights Agreement). Upon the occurrence of any such event, each Right (other than
those held by an Acquiring Person or Adverse Person) will become exercisable for
one share of common stock at an adjusted Purchase Price equal to 20% of the then
market price of the common  stock.  The terms of the Rights are set forth in the
amended and restated Rights Agreement, dated as of November 7, 1994 (the "Rights
Agreement"), between the Company and Chemical Bank, N.A. (formerly Manufacturers
Hanover Trust Company), as Rights Agent. The Rights Agreement and a related form
of the rights  certificate  was filed as Exhibit 4.1 with the Company's  Current
Report on Form 8-K, filed on December 6, 1994,  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.
                                       9
<PAGE>
DIVIDENDS

The  Company  has paid  cash  dividends  quarterly  since  February  1979.  Cash
dividends  paid on common  stock were $14 million and $13 million in fiscal 1996
and 1995. The most recently declared quarterly common stock cash dividend,  $.07
per share,  was paid on December 9, 1996 to  stockholders  of record on November
15, 1996. Subject to the prior right of the holders of the Series A and Series B
Preferred  Stock,  there are no 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  expects to continue  its policy of
paying  regular  cash  dividends,  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 $.28 per share in fiscal 1996 and
$.24 per share in fiscal 1995.

Item 6.  Selected Financial Data

Six Year Summary on pages 24 and 25 of the Annual Report to Stockholders for the
fiscal year ended September 30, 1996 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 26 through 30 of the Annual Report to  Stockholders  for the
fiscal year ended September 30, 1996 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 31 through 48 of the Annual Report to Stockholders
for the  fiscal  year  ended  September  30,  1996  is  incorporated  herein  by
reference.  Quarterly  Financial  Data  on  page  46 of  the  Annual  Report  to
Stockholders for the fiscal year ended September 30, 1996 is incorporated herein
by reference.

Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.
None.
                                       10

<PAGE>
PART III.

Item 10.  Directors and Executive Officers of Registrant

A description of 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,  1996 is  incorporated  herein  by
reference.

Item 11.  Executive Compensation

A description of 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, 1996 is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

A description of 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, 1996 is incorporated
herein by reference.

Item 13.  Certain Relationships and Related Transactions

A description of 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,  1996 is  incorporated  herein  by
reference.

                                       11
<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 14.

(a)(3) Exhibits:
                           See Index to Exhibits filed as part of this Form 10-K
                           on pages 17 through 22.

(b) Reports on Form 8-K:

                           On November  15,  1996,  the Company  filed a current
                           report  on  Form  8-K,   dated   November  15,  1996,
                           reporting  Item 5. Other Events and Item 7. Financial
                           Statements  and  Exhibits.  The  filing  was  for the
                           Company's  announcement  of fourth quarter and fiscal
                           1996 results of operations and included the Company's
                           press release dated November 5, 1996.

                           On November  21,  1996,  the Company  filed a Current
                           Report  on  Form  8-K,   dated   November  18,  1996,
                           reporting Item 7. Financial  Statements and Exhibits.
                           The  exhibits  included in the report  related to the
                           Company's  $250 million 6.375% Notes Due November 30,
                           2001.

                           On  December  9, 1996,  the  Company  filed a Current
                           Report on Form 8-K, dated December 6, 1996, reporting
                           Item  7.  Financial  Statements  and  Exhibits.   The
                           exhibits  included  in  the  report  related  to  the
                           Company's $500 million medium term note program.

                           On  December  16,  1996,  the  Company  filed two (2)
                           Current  Reports on Form 8-K each dated  December 13,
                           1996,  reporting  Item 7.  Financial  Statements  and
                           Exhibits.  The  exhibits in the reports  included the
                           amended credit agreements between the Company and the
                           banks thereto.

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

(d) Financial Statement Schedules Required by Regulation S-X:

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

The  Registrant  hereby  undertakes to furnish to the  Commission any instrument
with  respect  to  long-term  debt of the  Registrant  which  does not exceed 10
percent of the total assets of the Registrant and its subsidiaries.


                                       12
<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, 1996                              By:   /s/ David J. Keenan
                                                     -------------------------
                                                            David J. Keenan
                                                            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/  John F. Slevin
John F. Slevin
Chief Executive Officer                                   /s/ Philip A. Hewes
(Principal Executive Officer),                                Philip A. Hewes
President and  Director                                       Director


/s/ John J. Vosicky                                       /s/ Alan J. Andreini
John J. Vosicky                                               Alan J. Andreini
Chief Financial Officer (Principal                            Director
Financial Officer), Treasurer
and Director

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

__________________________                             /s/  Nicholas K. Pontikes
Robert A. Bardagy                                           Nicholas K. Pontikes
Director                                                    Director

/s/ Edward H. Fiedler, Jr.                                /s/ Rick Kash
Edward H. Fiedler, Jr.                                        Rick Kash
Director                                                      Director

/s/ C. Keith Hartley                                     /s/Basil R. Twist, Jr.
C. Keith Hartley                                            Basil  R. Twist, Jr.
Director                                                    Director

--------------------------
Thomas H. Patrick
Director                                        Each of the above signatures is
                                                affixed as of  December 20, 1996

                                       13
<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, 1996, are  incorporated by reference in Item
8:
<TABLE>
<CAPTION>

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


<S>                                                                                                       <C>   

Consolidated Statements of Earnings --
  Years Ended September 30, 1996, 1995 and 1994 ......................                                    31

Consolidated Balance Sheets -- September 30, 1996 and 1995 ...........                                    32

Consolidated Statements of Stockholders' Equity --
  Years Ended September 30, 1996, 1995 and 1994 ......................                                    33

Consolidated Statements of Cash Flows --
  Years Ended September 30, 1996, 1995 and 1994  .....................                                 34-35

Notes to Consolidated Financial Statements ...........................                                 36-47

Independent Auditors' Report .........................................                                    48




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  .............                                     16
</TABLE>


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.


                                       14
<PAGE>




[KPMG Peat Marwick LLP Letterhead]





                          Independent Auditors' Report





The Board of Directors and Stockholders
Comdisco, Inc.:

Under date of November 5, 1996, we reported on the  consolidated  balance sheets
of Comdisco,  Inc. and  subsidiaries  as of September 30, 1996 and 1995, 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, 1996,
as  contained  in the 1996 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, 1996. 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 Peat Marwick LLP


Chicago, Illinois
November 5, 1996





                                       15
<PAGE>
Comdisco, Inc. and Subsidiaries

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

For the Three Years Ended September 30, 1996
(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, 1994:
<S>                                                                     <C>           <C>           <C>           <C>

Allowance for
  doubtful accounts ................................................         $13           $10         $(13)<F1>    $10
                                                                             ===           ===         ====         ===

Litigation reserve .................................................         $ 6           $10         $(13)        $ 3
                                                                             ===           ===         ====         ===


Year ended September 30, 1995:

Allowance for
  doubtful accounts ................................................         $10           $12          $(5)<F1>    $17
                                                                             ===           ===         ====         ===
                                                                       
Litigation reserve .................................................         $ 3           $ -          $ -         $ 3
                                                                             ===           ===         ====         ===
Year ended September 30, 1996:

Allowance for
  doubtful accounts ................................................         $17           $11         $ (7)<F1>    $21
                                                                             ===           ===         ====         ===


Litigation reserve .................................................         $ 3           $ -          $(2)        $ 1
                                                                             ===           ===         ====         ===


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


                                       16
<PAGE>
Comdisco, Inc. and Subsidiaries
INDEX TO EXHIBITS

       Exhibit No.                       Description of Exhibit
       -----------     ---------------------------------------------------------
            3.01       Restated Certificate of Incorporation of Registrant dated
                       February 12, 1988

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

            3.02       Certificate of Designations with respect to the Company's
                       8 3/4%  Cumulative  Preferred  Stock,  Series A, as filed
                       with the  Secretary of State of Delaware on September 18,
                       1992

                               Incorporated  by  reference  to Exhibit 4.1 filed
                               with the  Company's  Current  Report  on Form 8-K
                               dated  September  17,  1992,  as  filed  with the
                               Commission October 9, 1992, File No. 1-7725.

            3.03       Certificate of Designations with respect to the Company's
                       8 3/4%  Cumulative  Preferred  Stock,  Series B, as filed
                       with the  Secretary  of State of the State of Delaware on
                       July 2, 1993

                              Incorporated  by  reference  to Exhibit  4.1 filed
                              with  the  Company's  Current  Report  on Form 8-K
                              dated June 30, 1993, as filed with the  Commission
                              July 21, 1993, File No.
                              1-7725.

            3.04       By-Laws of Registrant dated July 23, 1996

                               Incorporated  by  reference to Exhibit 4(b) filed
                               with the Company's Registration Statement on Form
                               S-8 dated  September  25, 1996, as filed with the
                               Commission September 26, 1996, File No. 1-7725.

            4.01       Indenture Agreement between Registrant and Citibank, NA, 
                       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).

                                       17
<PAGE>
       Exhibit No.                       Description of Exhibit
       -----------     ---------------------------------------------------------
            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).

            4.04       Shareholder  Rights  Agreement,  dated as of November 18,
                       1987,  as amended  and  restated  as of November 7, 1994,
                       between  Comdisco,  Inc.  and  Chemical  Bank,  as Rights
                       Agent,  which  includes  as Exhibit A thereto the Form of
                       Rights Certificate.

                               Incorporated  by  reference  to Exhibit 4.1 filed
                               with the  Company's  Current  Report on Form 8-K,
                               filed on December 6, 1994, 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).

           10.01       Employment Agreement with John F. Slevin dated 
                       October 20, 1994

                               Incorporated  by reference to Exhibit 10.01 filed
                               with the  Company's  Annual  Report  for the year
                               ended  September 30, 1994 on Form 10-K,  File No.
                               1-7725.

           10.02       Amendment to Employment Agreement with John F. Slevin
                       dated September 29, 1995

                               Incorporated  by reference to Exhibit 10.02 filed
                               with the  Company's  Annual  Report  for the year
                               ended  September 30, 1995 on Form 10-K,  File No.
                               1-7725.

           10.03       Amendment to Employment Agreement with John F. Slevin 
                       dated September 29, 1996

           10.04       1979 Stock Option Plan of the Registrant

                               Incorporated  by  reference to Exhibit 10.3 filed
                               with the  Company's  Annual  Report  for the year
                               ended  September 30, 1982 on Form 10-K,  File No.
                               1-7725.

           10.05       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.

           10.06       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.
                                       18
<PAGE>
       Exhibit No.                       Description of Exhibit
       -----------     ---------------------------------------------------------
           10.07       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.

           10.08       Amendment to 1979, 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.

           10.09       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.

           10.10       1996 Non-Employee Director Stock Option Plan


           10.11       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.

           10.12       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

           10.13       1995 Long-Term Stock Ownership Incentive Plan


           10.14       Comdisco, Inc. Employee Stock Purchase Plan

                               Incorporated  by  reference  to Exhibit 15 to the
                               Company's  Registration  Statement  on  Form  S-8
                               filed  on  March  19,  1982  and   Post-Effective
                               Amendment  filed  December  21,  1982,  File  No.
                               2-76569.

           10.15       Management Compensation Arrangements and Plans

           10.16       Facility agreement dated December 30, 1994 and made
                       between Comdisco, Inc. National Westminster Bank PLC,
                       Barclays Bank PLC and the banks thereto

                              Incorporated  by reference to Exhibit  10.01 filed
                              with the  Company's  Current  Report  on Form 8-K,
                              filed February 15, 1995, File No. 1-7725.
                                       19
<PAGE>
       Exhibit No.                       Description of Exhibit
       -----------     ---------------------------------------------------------
           10.17       Supplemental Agreement dated December 29, 1995 to the
                       Facility agreement dated December 30, 1994

                               Incorporated  by reference to Exhibit 10.03 filed
                               with the  Company's  Current  Report on Form 8-K,
                               filed December 16, 1996, File No. 1-7725.

           10.18       Revolving Credit Facility dated December 30, 1994 between
                       the Company and National Westminster Bank PLC as arranger
                       and  administrative  agent,  the  Co-Agents  (as  defined
                       therein) and the Banks (as defined therein)

                              Incorporated  by reference to Exhibit  10.01 filed
                              with the  Company's  Current  Report  on Form 8-K,
                              filed February 15, 1995, File No. 1-7725.

           10.19       First Supplemental Agreement to the Revolving Credit
                       Facility dated December 30, 1994

                               Incorporated  by reference to Exhibit 10.01 filed
                               with the  Company's  Current  Report on Form 8-K,
                               filed December 16, 1996, File No. 1-7725.

           10.20       Second Supplemental Agreement to the Revolving Credit 
                       Facility dated December 30, 1994

                               Incorporated  by reference to Exhibit 10.01 filed
                               with the  Company's  Current  Report on Form 8-K,
                               filed December 16, 1996, File No. 1-7725.

           10.21       Fourth  Amended and Restated  Global Credit Agreement by 
                       and among Comdisco, Inc., Citibank, N.A. and Nationsbank 
                       of North  Carolina,  N.A. as Co-agents and  Co-arrangers
                       and the Financial Institutions Party thereto dated as of
                       December 18, 1995

                              Incorporated  by reference to Exhibit  10.02 filed
                              with the  Company's  Current  Report  on Form 8-K,
                              filed December 16, 1996, File No. 1-7725.

           10.22       Credit Agreement by and among Comdisco, Inc., Citibank, 
                       N.A.and Nationsbank of North Carolina, N.A. as Co-agents
                       and Co-arrangers and the Financial Institutions Party
                       thereto dated as of December 20, 1994

                              Incorporated  by reference to Exhibit  10.01 filed
                              with the  Company's  Current  Report  on Form 8-K,
                              filed February 15, 1995, File No. 1-7725.

           10.23       Amendment to Credit Agreement dated as of December 20, 
                       1994

                               Incorporated  by reference to Exhibit 10.02 filed
                               with the  Company's  Current  Report on Form 8-K,
                               filed December 16, 1996, File No. 1-7725.

           10.24       Purchase Agreement dated January 27, 1995 by and among
                       Computer Discount Corporation, Nicholas K. Pontikes, as
                       executor of the Estate of Kenneth N. Pontikes, and
                       Nicholas K. Pontikes as trustee of the Pontikes Trust

                               Incorporated   by   reference  to  Exhibit  2  to
                               Amendment   No.  2  to  Schedule  13-D  filed  by
                               Nicholas K. Pontikes,  the Pontikes Trust and the
                               Ponchil Limited Partnership,  dated as of January
                               27,  1995  and  filed  with  the   Commission  on
                               February 2, 1995, File No.
                               1-7725.
                                       20
<PAGE>
       Exhibit No.                       Description of Exhibit
       -----------     ---------------------------------------------------------
           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  47  and  the
                               Quarterly  Financial  Data  on  page  46 and  the
                               Independent  Auditors'  Report  on page 48 of the
                               Annual Report to security  holders for the fiscal
                               year   ended   September   30,   1996  have  been
                               incorporated  by  reference  as part of this Form
                               10-K.

           21.00       Subsidiaries of Registrant

           23.00       Consent of KPMG Peat Marwick LLP dated December 23, 1996

           27.00       Financial Data Schedule

                                       21