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, 1997
                                       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  8,  1997  was  approximately
$1,732,000,000.  For purposes of the foregoing  calculation  only, all directors
and executive  officers of the  registrant  have been deemed  affiliates.  As of
September 30, 1997,  there were  74,040,661  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, 1997 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 20,  1998 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>    

                                                        PART I.

Item     1.   Business   ..............................................................................  3
Item     2.   Properties ..............................................................................  8
Item     3.   Legal Proceedings .......................................................................  9
Item     4.   Submission of Matters to a Vote of Security Holders......................................  9

                                                       PART II.

Item     5.   Market for the Registrant's Common Equity and Related Stockholder Matters................ 10
Item     6.   Selected Financial Data.................................................................  11
Item     7.   Management's Discussion and Analysis of Financial Condition and Results of Operations ..  11
Item     8.   Financial Statements and Supplementary Data.............................................  11
Item     9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure....  11

                                                       PART III.

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

                                                       PART IV.

Item   14.   Exhibits, Financial Statement Schedule, and Reports on Form 8-K..........................  13

SIGNATURES ...........................................................................................  14

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE......................................... 15

INDEX TO EXHIBITS ..................................................................................... 18

</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, business
services, providing technology services, continuity services and network design,
implementation  and management to its customers.  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.

The  Company   provides   customers  with  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 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  organizations.  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.

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, 1997, the Company had approximately  2,400 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:

     Financial Management:

          Distributed   Equipment:   Leasing  and  remarketing   services,   for
          distributed computing systems--servers,  workstations, PCs, local area
          networks  and  telecommunications  equipment.   Enterprise  Equipment:
          Leasing and remarketing services for mainframe and midrange systems.

          Business  units  comprising   Financial   Management  are  the  groups
          responsible  for the  buying,  selling,  and  leasing  of  distributed
          equipment  and  enterprise  equipment,  referred to  internally as the
          Financial Management Division ("FMD").

          FMD works closely with Integrated  Technology Services (see discussion
          following)  to  provide   continuity,   network   services  and  asset
          management.

                                      -3-
<PAGE>


     Integrated Technology Services ("ITS"):

          Continuity Services: Enterprisewide continuity services that emphasize
          technology  and data  and  voice  availability  across  data  centers,
          networks,  distributed systems, and the desktop computing environment.
          ITS is also a provider of trading floor recovery services to brokerage
          firms and financial institutions.

          Network  Services:  Services  for  managing  data and voice  networks,
          including planning, designing, implementing and operating capabilities
          for wide area networks (WANS) and local area networks (LANS).

          Asset Management: Services for managing information technology assets,
          including software tools and consulting.

          Millennium Testing  Services:Services  for testing program conversions
          for the year 2000 problem.

          Business units in ITS are Continuity Services,  Network Services and a
          consulting  staff providing asset  management and continuity  planning
          services   (collectively,   these   business  units  are  referred  to
          internally as "InTeServe").

     Diversified Technology Services ("DTS"):

          Diversified  Equipment:  Leasing,  asset management and reconditioning
          services  for  semiconductor  manufacturers,   hospitals  and  related
          healthcare  providers,  and equipment leasing and remarketing services
          to venture capital backed start-up companies.

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

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. 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, and in Europe, each local subsidiary, is directed by its own
management team and has its own marketing and 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 regional reporting structures
that coordinate  marketing and support efforts across business units and through
the home office with  centralized  budgeting  and shared  services such as human
resources,  legal, cash management,  operations and accounting.  In Europe,  the
local  subsidiaries  report  directly  to one  European  home  office,  which is
responsible for establishing  goals and coordination of local activities,  which
in turn reports to the Office of the President.

The business  units maintain  their own direct  marketing  force to manage their
customer base and to market their own services as well other units' services. In
addition, 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.

See  "International  Operations" on page 21 of the Annual Report to Stockholders
for the fiscal year ended  September 30, 1997 (which is  incorporated  herein by
reference) for a discussion of the Company's geographic results of operations in
fiscal  1997,  1996 and 1995  and  Note 13 of  Notes to  Consolidated  Financial
Statements on pages 38 and 39 of the Annual Report to Stockholders  for the year
ended  September 30, 1997,  which includes  geographic  segment and export sales
information and is incorporated herein by reference.
   
                                   -4-
<PAGE>
Forward-Looking Statements

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," "we are
confident,"  "should  be,"  "will  be,"  "predicted,"  "believe,"  "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 cause the actual results of the company to be materially  different from any
future results expressed or implied by such forward-looking statements. Examples
of such uncertainties include, but are not limited to, the volume of New Leases,
fair market value  volatility in large systems,  changes in customer  demand and
requirements,  attaining the expected level of  remarketing  (which will require
equipment for remarketing,  appropriate salesforce education and incentive and a
knowledge of the customer and customer  requirements),  financial  mix of leases
written,  new  product  announcements,  continued  growth  of the  semiconductor
industry,  trend  of  movement  to  client/server  environment,   interest  rate
fluctuations,  changes in federal income tax laws and regulations,  competition,
including  competition from other technology  service  providers,  reductions in
technology  budgets and related spending plans and price  competition from other
technology service providers.  The growth in leasing volume during the last five
fiscal  quarters has  increased  the  proportion  of leases for new equipment to
total leases. New Leases  traditionally  have lower earnings  contributions than
leases for remarketed equipment.  Accordingly,  the increase in lease volume has
put  pressure  on leasing  margins.  With  respect  to  economic  conditions,  a
recession  can cause  customers  to put off new  investments  and  increase  the
company's bad debt experience.  In addition, the recent economic turmoil in Asia
may have an impact on the regions semiconductor manufacturing industry, which in
turn  would have an impact on the  Company's  diversified  technology  business.
Continued  pressures on credit in Asia and the Asian  economy in general,  could
also impact the domestic  economy  and/or the Company's  multinational  customer
base. The financial  mix  of  leases  written  in a  quarter  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  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, further events or otherwise.

Financial Management

Distributed  Equipment:  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  "Asset  Management")  to its
existing and prospective customers.  The Company believes that approximately 53%
of the cost of equipment placed on lease (including International operations) in
fiscal 1997 was distributed computing systems.

The Company's Financial Management Division also buys, sells, and leases new and
refurbished  telecommunications  equipment.  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.

Enterprise  Equipment:  The Company buys or leases, and in turn sells, leases or
subleases  computer  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.
                                      -5-
<PAGE>

Recent technological  advances in mainframe technology have focused on "parallel
processing" systems.  These systems include transaction  processing and database
server  models,  designed  for both  "legacy"  and  newer  technologies  in open
systems.   The  current   generation  of  mainframes   rely  on   cost-effective
"complementary metal-oxide semiconductor (referred to as "CMOS)" technology.

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  enterprise
equipment  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  30% of the  cost  of
equipment it placed on lease in fiscal 1997 (including International operations)
was  enterprise  equipment.  The  Company  does not expect  this  percentage  to
increase in fiscal 1998.

Integrated Technology Services

Continuity  Services:  These  services,  include  continuity  services for large
central  processing sites,  client/server,  workstation and PC environments;  as
well as local  and wide  area  networks  and  voice  availability  and  recovery
capabilities,  as well as consulting  services in continuity  planning,  network
services  and data  protection,  and other  related  data  processing  services,
throughout the United States,  Canada and Europe.  The Company  provides  backup
capabilities  for, among others,  Digital  Equipment  Corporation,  Hitachi Data
Systems,IBM,  Hewlett Packard,  Sequent,  Stratus, Sun Micro Systems, Tandem and
Unisys equipment users. 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.

Through its network and facilities strategy entitled CCS 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.  These facilities also are used for the Company's  Millennium
Testing  Services,  which allows  customers  to test their Year 2000  conversion
projects.

Of the Company's  approximately forty 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, 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.
Comdisco  believes it operates  one of the  largest  communications  networks in
North America.

Network Services:  In fiscal 1996,  Comdisco formed Network Services ("CNS") and
acquired  NetforceMTI.  CNS 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.
                                   -6-
<PAGE>

Asset Management:  The Company provides strategic solutions for asset management
consulting   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  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
Financial  Management  Division  activities,  include  transitional  strategies,
integration planning and implementation,  financing (hardware and software), and
continuity  planning.  The Company's  integrated asset management software tools
let customers  order,  track and manage their  inventory of distributed  systems
equipment.
                                      -7-

<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  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.  Additionally,  the Company has a medical equipment
refurbishing facility and has earned ISO certification for its facility.

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.

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 what it identifies
as growth industries and, in fiscal 1997, its business included Internet-related
software or services  and  telecommunications.  Other  primary  markets  include
client/server, multimedia and healthcare.

The Company believes that  approximately 17% of the equipment placed on lease in
fiscal 1997 (including  international  operations in Europe and the Pacific Rim)
was placed by the Company's Diversified Technology Services group.

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.  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 enterprise equipment 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.

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
                                      -8-
<PAGE>

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.

In continuity services, the Company believes that it competes with approximately
two significant domestic companies,  IBM and SunGard Data Systems, Inc., as well
as 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 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 asset  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.

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 significant to the Company's businesses.

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

The  Company  believes  that 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 or 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  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  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 as required to support  additional  growth.  The  Company's  continuity
services division also owns and leases facilities in several European countries.
The Company's  medical  refurbishment  subsidiary leases  approximately  100,000
square feet in Illinois.  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.

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, 1997.

                                      -9-
<PAGE>



PART II.

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

STOCK SPLIT

On May 6, 1997, the Board of Directors  authorized a three-for-two  split of the
Company's  common stock to be distributed on June 16, 1997, to holders of record
on May 23, 1997.  Accordingly,  all references in the Company's Annual Report to
Stockholders'  for the year ended  September 30, 1997 and the  Company's  Annual
Report on Form 10-K for the year ended  September  30, 1997 to common share data
have been adjusted to reflect the split.

PRICE RANGE OF COMMON STOCK

Price Range of Common Stock on page 22 of the Annual Report to Stockholders  for
the year ended September 30, 1997 is incorporated herein by reference.

COMMON STOCK REPURCHASE PROGRAM

During fiscal 1997, the Company  purchased 2.5 million shares of its outstanding
common stock at an aggregate cost of $45 million. These purchases, when added to
the shares  purchased  in prior years,  bring the total number of common  shares
purchased  to 44.2 million (.7 million  shares were issued  under the  Company's
stock option plans in fiscal 1997, .7 million  shares were issued in fiscal 1996
in connection with the Company's acquisition of NetforceMTI,  2.3 million shares
were issued upon conversion of a 6% convertible  subordinated promissory note in
fiscal 1995 and an additional  4.4 million  shares were  distributed as a common
stock dividend on March 30, 1992), at an aggregate cost of $408 million.

SHAREHOLDER RIGHTS PLAN

On  November  4,  1997,  the Board of  Directors  of the  Registrant  declared a
dividend distribution of one right (a "Right") for each outstanding share of the
Registrant's  Common  Stock,  $0.10 par value per  share  ("Common  Stock"),  to
stockholders  of record at the  close of  business  on  November  17,  1997 (the
"Record  Date").  The Board of Directors of the Registrant  also  authorized the
issuance  of one Right for each share of Common  Stock  issued  after the Record
Date and prior to the earliest of the Distribution Date (as defined below),  the
redemption,  exchange or expiration of the Rights. Except as set forth below and
subject to adjustment as provided in the Rights Agreement (defined below),  each
Right  entitles  the  registered  holder to  purchase  from the  Registrant  one
one-thousandth of a share of Series C Junior Participating  Preferred Stock (the
"Preferred  Stock"),  at a  purchase  price of $150  per  Right  (the  "Purchase
Price").  The  description  and  terms of the  Rights  are set forth in a Rights
Agreement,  dated as of November 17, 1997 (the "Rights Agreement"),  between the
Registrant and ChaseMellon Shareholder Services, L.L.C., 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 November 6,
1997, 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 $14  million in both fiscal 1997 and 1996.
The most recently declared quarterly common stock cash dividend, $.05 per share,
was paid on December 8, 1997 to  stockholders  of record on November  14,  1997.
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

                                      -10-
<PAGE>
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 $.20 per share in fiscal 1997 and $.19 per
share in fiscal 1996.

Item 6.  Selected Financial Data

Six Year Summary on pages 16 and 17 of the Annual Report to Stockholders for the
fiscal year ended September 30, 1997 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 18 through 22 of the Annual Report to  Stockholders  for the
fiscal year ended September 30, 1997 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 23 through 39 of the Annual Report to Stockholders
for the  fiscal  year  ended  September  30,  1997  is  incorporated  herein  by
reference.  Quarterly  Financial  Data  on  page  38 of  the  Annual  Report  to
Stockholders for the fiscal year ended September 30, 1997 is incorporated herein
by reference.

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

None.

                                      -11-

<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,  1997 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, 1997 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, 1997 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,  1997 is  incorporated  herein  by
reference.

                                      -12-
<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 15.

(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  5, 1997,  the  Company  filed a current
                           report on Form 8-K, dated November 5, 1997, 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  1997
                           results of operations.

                           On  November  5, 1997,  the  Company  filed a Current
                           Report on Form 8-K, dated November 5, 1996, reporting
                           Item  5.  Other  Events.   The  filing  was  for  the
                           announcement   of  the  appointment  of  Nicholas  K.
                           Pontikes to the position of chief  operating  officer
                           of the Company.

                           On  November  6, 1997,  the  Company  filed a Current
                           Report on Form 8-K dated November 5, 1997,  reporting
                           Item  5.  Other  Events.   The  filing  was  for  the
                           Company's new shareholders' rights plan.

                           On November  14,  1997,  the Company  filed a Current
                           Report  on  Form  8-K,   dated   November  12,  1997,
                           reporting Item 7. Financial  Statements and Exhibits.
                           The  exhibits  included in the report  related to the
                           Company's $600 million medium-term note program.  The
                           report also  included the By-Laws of the Company,  as
                           amended effective November 4, 1997.


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

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

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


                                      -13-

<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 22, 1997                                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/  Robert A. Bardady                                 /s/  Nicholas K. Pontikes
Robert A. Bardagy                                           Nicholas K. Pontikes
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

--------------------------
Thomas H. Patrick
Director                                         Each of the above signatures is
                                                affixed as of  December 22, 1997

                                      -14-
<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, 1997, are  incorporated by reference in Item
8:

<TABLE>
<CAPTION>

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

<S>                                                                                                      <C> 
Consolidated Statements of Earnings --
  Years Ended September 30, 1997, 1996 and 1995 ................................                          23

Consolidated Balance Sheets -- September 30, 1997 and 1996 .....................                          24

Consolidated Statements of Stockholders' Equity --
  Years Ended September 30, 1997, 1996 and 1995  ...............................                          25

Consolidated Statements of Cash Flows --
  Years Ended September 30, 1997, 1996 and 1995  ...............................                       26-27

Notes to Consolidated Financial Statements .....................................                       28-39

Independent Auditors' Report ...................................................                          40
 

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  ........................                          17


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.

</TABLE>

                                      -15-
<PAGE>








[KPMG Peat Marwick LLP Letterhead]





                          Independent Auditors' Report





The Board of Directors and Stockholders
Comdisco, Inc.:

Under date of November 7, 1997, we reported on the  consolidated  balance sheets
of Comdisco,  Inc. and  subsidiaries  as of September 30, 1997 and 1996, 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, 1997,
as  contained  in the 1997 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, 1997. 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 7, 1997

                                      -16-
<PAGE>


 Comdisco, Inc. and Subsidiaries

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

For the Three Years Ended September 30, 1997
(in millions)

<TABLE>
<CAPTION>


                                                           Additions
                                        Balance at        charged to                      Balance at
                                         beginning         costs and                             end
       Description                       of period          expenses          Other        of period
---------------------------------       ----------        ----------         ------       ----------
<S>                                     <C>               <C>              <C>               <C>   
Year ended September 30, 1995:
Allowance for
  doubtful accounts                       $10               $12              $(5)<F1>          $17
                                          ===               ===               ====             ===

Year ended September 30, 1996:

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

Year ended September 30, 1997:

Allowance for
  doubtful accounts                       $21               $10              $(9)<F1>          $22
                                          ===               ===              =====             ===


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

                                      -17-
<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 November 4, 1997

                               Incorporated  by  reference  to Exhibit 3.1 filed
                               with the  Company's  Current  Report  on Form 8-K
                               dated  November  12,  1997,  as  filed  with  the
                               Commission November 14, 1997 File No. 1-7725.

            4.01       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).

                                      -18-
<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       Rights Agreement,  dated as of November 17, 1997, between
                       the  Registrant  and  ChaseMellon  Shareholder  Services,
                       L.L.C.,  as Rights  Agent,  which  includes  as Exhibit A
                       thereto the Certificate of  Designation,  Preferences and
                       Right of Series C Junior  Participating  Preferred  Stock
                       and as Exhibit B thereto the Form of Rights Certificate.

                               Incorporated  by  reference  to Exhibit 4.1 filed
                               with the  Company's  Current  Report  on Form 8-K
                               dated   November  5,  1997,  as  filed  with  the
                               Commission November 6, 1997 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, 1997


           10.03       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.

           10.04       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.

                                      -19-
<PAGE>


       Exhibit No.                        Description of Exhibit 
       -----------     ---------------------------------------------------------
           10.05       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.

           10.06       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.

           10.07       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.

           10.08       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.

           10.09       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.

           10.10       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

           10.11       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.

           10.12       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.

           10.13       Management Compensation Arrangements and Plans

           10.14       Facility  agreement  dated  December  29,  1995  and made
                       between  Comdisco,  Inc.  National  Westminster Bank PLC,
                       Barclays Bank PLC and the banks thereto

                              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.


                                      -20-
<PAGE>



       Exhibit No.                        Description of Exhibit 
       -----------     ---------------------------------------------------------

           10.15       Supplemental Agreement dated December 29, 1995 to the 
                       Facility agreement dated December 30, 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.

           10.16       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.


           10.18       Second  Supplemental  Agreement to the Revolving Credit
                       Facility dated December 30, 1994 made on October 24, 1996

                               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.

           10.19       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  theret  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.

           10.20       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.

           10.21       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.

           10.22       Compensation and Award Agreement

                                                                     .
                                      -21-

<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  16  through  39  and  the
                               Quarterly  Financial  Data  on  page  38 and  the
                               Independent  Auditors'  Report  on page 40 of the
                               Annual Report to security  holders for the fiscal
                               year   ended   September   30,   1997  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 19, 1997

           27.00       Financial Data Schedule

                                      -22-