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, 1998
                                       or
            [ ] Transition Report Pursuant to Section 13 of 15(d) of
             the Securities Exchange Act of 1934 For the transition
               period from ___________________ to ________________

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes 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  15,  1998  was  approximately  $1,633,000,000.  For
purposes of the foregoing calculation only, all directors and executive officers
of the registrant have been deemed  affiliates.  As of September 30, 1998, there
were  152,100,362  shares of the  Registrant's  common  stock,  $.10 par  value,
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:
1.   Portions  of the Annual  Report to  Stockholders  for the fiscal year ended
     September 30, 1998 are incorporated by reference into Parts I and II.

2.   Portions of Comdisco,  Inc.'s  definitive  Proxy  Statement  for the Annual
     Meeting of  Stockholders  to be held on January 26,  1999 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 .............................................................................. 10
Item     3.   Legal Proceedings ....................................................................... 10
Item     4.   Submission of Matters to a Vote of Security Holders...................................... 10

                                                       PART II.

Item     5.   Market for the Registrant's Common Equity and Related Stockholder Matters...............  11
Item     6.   Selected Financial Data.................................................................  12
Item     7.   Management's Discussion and Analysis of Financial Condition and Results of Operations ..  12
Item     7A.  Quantitative and Qualitative Disclosures About Market Risk .............................  12
Item     8.   Financial Statements and Supplementary Data.............................................  12
Item     9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure....  12

                                                       PART III.

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

                                                       PART IV.

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

SIGNATURES ...........................................................................................  15

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE........................................  16

INDEX TO EXHIBITS ....................................................................................  19


</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  and  in  supporting  the   customers'   technology
infrastructure. The Company operates in one industry segment, business services,
providing equipment leasing, technology services, including continuity services,
managed network services,  and desktop management  services.  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  infrastructure  management  services.  These services  include desktop
management services, managed network services,  business continuity services for
customers'  data,  voice and  network  systems,  financial  management  services
(leasing) and software tools to support these areas.

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, 1998, the Company had approximately  2,800 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 Technology Services (see discussion following).

                                      -3-
<PAGE>
    Technology Services ("TS"):

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

          Managed  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).

          Desktop Management:  Services for managing technology infrastructures,
          including software tools and consulting.

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

          Business units in TS are Continuity  Services,  Network Services and a
          consulting staff providing desktop management and continuity  planning
          services.

    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.  Subsidiaries  in Europe and Canada  offer  services
similar to those offered in the United States.

Coordination  of the business  units is  accomplished  through the Office of the
President, which is responsible for overall control,  coordination and strategic
planning,  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 35 of the Annual Report to Stockholders
for the fiscal year ended  September 30, 1998 (which is  incorporated  herein by
reference) for a discussion of the Company's geographic results of operations in
fiscal  1998,  1997 and 1996  and  Note 13 of  Notes to  Consolidated  Financial
Statements  on page 55 of the Annual Report to  Stockholders  for the year ended
September  30,  1998,  which  includes   geographic  segment  and  export  sales
information and is incorporated herein by reference.
<PAGE>
                                      -4-



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  "Desktop  Management")  to its
existing and prospective customers.  The Company believes that approximately 53%
of the cost of equipment placed on lease by the Company(including  International
operations) in fiscal 1998 was distributed equipment.

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 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.

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 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  20% of the cost of  equipment  it placed on lease in fiscal  1998
(including  International  operations)  was  enterprise  equipment.  The Company
expects this percentage to decrease in fiscal 1999.

Technology Services

Continuity  Services:  These  services  include  continuity  services  for large
central processing sites, client/server,  workstation and PC environments, 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.
                                      -5-
<PAGE>
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.

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

Desktop  Management:  The  Company  provides  strategic  solutions  for  desktop
management   services  to  its  customers  to  assist  them  in  managing  their
information technology assets with the objective of increasing  productivity and
reducing  technology cost and risk. These technology service solutions are built
around the collection,  integration, and management of information on enterprise
assets  through  the   implementation  of  an  integrated  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 desktop management software tools
let customers  order,  track and manage their  inventory of distributed  systems
equipment.

Collectively,  the Company's financial management,  continuity,  managed network
and desktop  management  services provide  infrastructure  management  services,
which are the  underlying  technological  components  and services  necessary to
deliver  information and  applications.  

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.  The
Company assists its customers in developing an effective  strategy for acquiring
and managin its high-tech assets.

Healthcare  Group:  Through its  healthcare  subsidiaries,  the  Company  leases
medical and other high technology equipment to healthcare  providers,  including
used,   reconditioned  medical  equipment.   The  Company's  portfolio  includes
angiography,  MRI systems, CT Scanners,  nuclear imaging devices, test equipment
such as  oscilloscopes,  analyzers and testers and laboratory  equipment such as
microscopes and centrifuges.  Additionally,  the Company has a medical equipment
refurbishing 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  1998 and 1997,  its  business  included
Internet-related  software or services  and  telecommunications.  Other  primary
markets include client/server, multimedia and healthcare.
                                      -6-
<PAGE>
The Company believes that  approximately 27% of the equipment placed on lease in
fiscal 1998 by the Company (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.

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

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

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

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.
                                      -7-
<PAGE>
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 currently 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.

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.

The Company's actual revenues and results of operations could differ  materially
from  those  anticipated  in these  forward-looking  statements  as a result  of
certain factors, including those set forth in the following risk factors.

Potential Fluctuations in Operating Results: The Company's operating results are
subject to quarterly fluctuations resulting from a variety of factors, including
the  volume of New  Leases  (as  defined  below),  earnings  contributions  from
remarketing  activities,  product announcements by manufacturers,  variations in
the financial mix of leases written and economic  conditions.  The financial mix
of leases  written is a result of a combination of factors,  including,  but not
limited  to,  changes in  customer  demands  and/or  requirements,  new  product
announcements,  price changes, changes in delivery dates, changes in maintenance
policies  and  the  pricing  policies  of  equipment  manufacturers,  and  price
competition from other lessors and finance companies.

Earnings  Contributions  from Leasing:  The growth in leasing  volume during the
three  fiscal  years  ended  September  1998,  1997 and 1996 had the  effect  of
increasing  the  proportion of leases for new equipment  ("New Leases") to total
leases. New Leases  traditionally have lower earnings  contributions than leases
with  remarketed  equipment.   Therefore,  increasing  lease  volume  activities
initially has the impact of putting pressure on leasing  margins.  The impact of
New Leases, coupled with lower margins on large systems transactions (mainframes
and related peripherals,  including DASD and tape drives), has resulted in lower
margins on leasing, particularly for operating leases. There can be no assurance
regarding the growth of New Leases in future periods or the company's ability to
accurately  predict  future  declines in the fair market values of large systems
equipment.
                                      -8-
<PAGE>
To meet earnings goals for fiscal 1999, remarketing  contributions have to be at
approximately  the level achieved in fiscal 1998. While the Company has a larger
lease  portfolio for  remarketing  and is devoting  resources to its remarketing
activities,  there  can be no  assurance  that  the  Company  will  achieve  the
appropriate level of activity  necessary to meet the Company's desired operating
results.  Attaining the expected level of remarketing will require equipment for
remarketing,  appropriate sales force education and incentive and a knowledge of
the customer and customer requirements.

The Company's  results can also be impacted by the fair market value  volatility
in large systems.  The Company continues to monitor  volatility in large systems
fair market values which, during the last twenty-four months in particular, have
declined faster and exhibited  greater  volatility than historical  trends would
have otherwise  indicated.  As a result,  there is no assurance that fair market
values on large  systems will  stabilize or that further  rapid  declines in the
value of such  systems  will not  occur in the near  term.  To the  extent  that
declines in fair market  values exceed the Company's  current  estimates,  there
could be an adverse effect on the Company's operating results.

The costs to address  Year 2000 issues may have a negative  impact on  equipment
volume in fiscal 1999 if  customers  defer  other IT  projects  due to Year 2000
efforts or if Year 2000 remediation  costs increase as a percentage of the total
IT budget, thereby reducing capital expenditures on new technology.

Earnings  Contributions from Services: As a result of the evolving nature of its
services  business,  particularly  the emerging  desktop  management and managed
network services, the Company has limited meaningful historical data in which to
base its planned operating expenses.  Accordingly,  a significant portion of the
company's  expense  levels  (investment  in continuity  facilities and hardware,
consultants,  experts  and  back  office  personnel)  are  based  in part on its
expectations as to future services revenues,  including MTS revenue, and are, to
a large extent,  fixed.  Conversely,  the Company's revenue base has become more
diverse with the growth of other technology services revenue, and therefore less
recurring  and less  predictable  than in prior  years.  To attain its  services
earnings contribution goals for fiscal 1999, the Company will have to expand its
contract  subscription base through new contract signings and contract renewals,
increase its revenues  from other  technology  services,  attain MTS revenue and
contain  costs.  There  can be no  assurance  that the  Company  will be able to
maintain and/or increase its margins on technology services in fiscal 1999.

One of the impacts of the Company's  changing  business model is the lengthening
of the sales  cycle--the  length of time between initial sales contact and final
delivery of contracts--as  compared to its traditional  leasing  business.  This
increase in sales cycle results in an increase in "backlog" (or  negotiations in
progress) which  ultimately  impacts the timing of revenue,  earnings and volume
recognition.  In addition,  the  Company's  ability to obtain new business  from
customers   depends  on  its  ability  to  anticipate   technological   changes,
successfully  compete with  organizations  offering  similar  services,  develop
services to meet customer  requirements and to achieve delivery of services that
meet customer requirements.

Economic Conditions and the Asian Economy:  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 region's 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.

Other Factors: Other uncertainties include continued business conditions,  trend
of  movement  to  client/server   environment,   competition,   including  price
competition from other technology  service  providers,  reductions in technology
budgets and related  spending  plans (either  because of economic  conditions or
because  of Year 2000  issues),  ability of the  Company  to attract  and retain
qualified  personnel in a job market that is very  competitive  domestically and
the Year 2000  readiness  of the  Company's  customers,  suppliers  and business
partners;  the  ability of the  Company to expand  globally  in general  and the
ability of the Company to develop new remarketing strategies for PCs, acceptance
in Europe of desktop  management  services,  including  life  cycle  management,
                                      -9-
<PAGE>
efficiencies  and cost  containment in continuity and managed network  services,
and price competition from other technology service providers,  continued growth
of the  semiconductor  and  healthcare  industries  (including  the migration by
hospitals from film to digital  technology),  increased acceptance of leasing as
an alternative to buying, particularly in the pharmaceutical industry, continued
growth in computer networks;  the ability of the Company to successfully partner
with market leading software  developers to provide  state-of-the-art  tools for
desktop management,  market acceptance of advanced recovery,  millennium testing
services,  trading floor and  distributed  systems  program  management (and the
ability  of the  Company  to sell and  deliver  such  services),  growth  of the
communications  equipment arena, and  stabilization in the fair market values of
mainframes and related equipment.

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.


Item 2.  Properties

The Company owns its principal  executive office building in Rosemont,  Illinois
that has approximately  269,000 square feet. The Company leases office space for
sales offices in various  domestic and  international  locations.  The Company's
technical services division utilizes a 250,000 square foot building owned by the
Company in Schaumburg,  Illinois. This space is used primarily for refurbishing,
maintenance and equipment storage.
                                 
The Company's  continuity  services  group  presently  occupies  eight  recovery
centers owned by the Company,  including 151,000 square feet in Illinois, 34,000
square  feet in Texas,  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, 1998.






                                      -10-
<PAGE>



PART II.

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

STOCK SPLIT

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

PRICE RANGE OF COMMON STOCK

Price Range of Common Stock on page 38 of the Annual Report to Stockholders  for
the year ended September 30, 1998 is incorporated herein by reference.

SHARED INVESTMENT PLAN

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

COMMON STOCK REPURCHASE PROGRAM

The Company has an on-going common stock repurchase program.  During fiscal 1998
and 1997,  the Company  purchased six million shares at an aggregate cost of $88
million  and  five  million   shares  at  an  aggregate  cost  of  $45  million,
respectively.

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  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  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 in the Rights  Agreement),
the redemption,  exchange or expiration of the Rights. Except as set forth below
and  subject to  adjustment  as  provided  in the Rights  Agreement , 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 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.

                                      -11-
<PAGE>



DIVIDENDS

The  Company  has paid  cash  dividends  quarterly  since  February  1979.  Cash
dividends  paid on common  stock were $15 million and $14 million in fiscal 1998
and 1997,  respectively.  The most recently declared quarterly common stock cash
dividend,  $.025 per share,  was paid on December  15, 1998 to  stockholders  of
record on November 13, 1998. 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 $.10 per share in fiscal 1998 and
fiscal 1997.

Item 6.  Selected Financial Data

Six Year Summary on pages 30 and 31 of the Annual Report to Stockholders for the
fiscal year ended September 30, 1998 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 32 through 38 of the Annual Report to  Stockholders  for the
fiscal year ended September 30, 1998 is incorporated herein by reference.

Information relating to the Company's Year 2000 Readiness has been included in a
Current  Report on Form 8-K dated and filed  with the  Commission  on October 9,
1998 and is incorporated herein by reference.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

Qualitative  Information  About  Market Risk on page 37 of the Annual  Report to
Stockholders for the fiscal year ended September 30, 1998 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 39 through 55 of the Annual Report to Stockholders
for the  fiscal  year  ended  September  30,  1998  is  incorporated  herein  by
reference.  Quarterly  Financial  Data  on  page  54 of  the  Annual  Report  to
Stockholders for the fiscal year ended September 30, 1998 is incorporated herein
by reference.

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

None.
                                      -12-

<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,  1998 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, 1998 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, 1998 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,  1998 is  incorporated  herein  by
reference.

                                      -13-
<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 16.

(a)(3) Exhibits:
                           See Index to Exhibits filed as part of this Form 10-K
                           on pages 19 through 22.

(b) Reports on Form 8-K:
                           
                           On  December 30, 1998,  the  Company  filed a Current
                           Report on Form 8-K, dated December 8, 1998, reporting
                           Item  5.  Other  Events.   The  filing  was  for  the
                           announcement   of  the  appointment  of  Nicholas  K.
                           Pontikes to the position of President of the Company.


(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.



                                      -14-
<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, 1998                                By:   /s/ David J. Keenan
                                                       -------------------------
                                                       David J. Keenan
                                                       Senior Vice President and
                                                       Corporate Controller


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



/s/  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. Bardagy                                  ------------------------
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

/s/ Thomas H. Patrick
Thomas H. Patrick
Director                                        Each of the above signatures is
                                                affixed as of  December 20, 1998

                                      -15-
<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, 1998, are  incorporated by reference in Item
8:
<TABLE>
<CAPTION>

                                                                                        Annual Report
                                                                                         Page Number
                                                                                        -------------
<S>                                                                                       <C>
Consolidated Statements of Earnings --
  Years Ended September 30, 1998, 1997 and 1996 . . . . . . . . . .                           39

Consolidated Balance Sheets -- September 30, 1998 and 1997 . . . . .                          40

Consolidated Statements of Stockholders' Equity --
  Years Ended September 30, 1998, 1997 and 1996  . . . . . . . . . .                          41

Consolidated Statements of Cash Flows --
  Years Ended September 30, 1998, 1997 and 1996  . . . . . . . . . .                       42-43

Notes to Consolidated Financial Statements . . . . . . . . . . . . .                       44-55

Independent Auditors' Report . . . . . . . . . . . . . . . . . . . .                          56


The following  consolidated  financial statement schedule of Comdisco,  Inc. and
Subsidiaries is included in Item 14(d):

</TABLE>
                                                                    Form 10-K
                                                                   Page Number

Schedule  II -- Valuation and Qualifying Accounts  . . . . . .         19




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.


                                      -16-
<PAGE>








[KPMG Peat Marwick LLP Letterhead]





                                            Independent Auditors' Report





The Board of Directors and Stockholders
Comdisco, Inc.:

Under date of November 3, 1998, we reported on the  consolidated  balance sheets
of Comdisco,  Inc. and  subsidiaries  as of September 30, 1998 and 1997, 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, 1998,
as  contained  in the 1998 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, 1998. 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 3, 1998

                                      -17-
<PAGE>


 Comdisco, Inc. and Subsidiaries

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

For the Three Years Ended September 30, 1998
(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, 1996:

<S>                                      <C>               <C>                 <C>            <C>
Allowance for
  doubtful accounts                         $17               $11              $(7)<F1>          $21
                                            ===               ===              ====              ===
Year ended September 30, 1997:

Allowance for
  doubtful accounts                         $21               $10              $(9)<F1>          $22
                                            ===               ===              ====              ===
Year ended September 30, 1998:

Allowance for
  doubtful accounts                         $22               $12            $ (10)<F1>          $24
                                            ===               ===            ======              ===





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

                                      -18-
<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  Amendment  of  Restated  Certificate  of
                       Incorporation dated February 3, 1998               
          
            3.03       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).

            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).

                                      -19-
<PAGE>
    Exhibit No.                         Description of Exhibit  
    
            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, 1998


           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.


           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.

                                      -20-
<PAGE>
Exhibit No.                         Description of Exhibit

           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       Amended and Restated 1998 Employee Stock Purchase Plan
          
                               Incorporated by reference to Exhibit 10.01 to the
                               Company's  Quarterly Report for the quarter ended
                               March 30, 1998 on Form 10-Q, File No. 1-7725

           10.13       Amended and Restated International Employee Stock 
                       Purchase Plan

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

           10.14       1998 Stock Option Program

                               Incorporated by reference to Exhibit 10.01 to the
                               Company's  Quarterly Report for the Quarter ended
                               June 30, 1998 on Form 10-Q, File No. 1-7725

           10.15       Management Compensation Arrangements and Plans

           10.16       Compensation and Award Agreement       

           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  30  through  39  and  the
                               Quarterly  Financial  Data  on  page  55 and  the
                               Independent  Auditors'  Report  on page 56 of the
                               Annual Report to security  holders for the fiscal
                               year   ended   September   30,   1998  have  been
                               incorporated  by  reference  as part of this Form
                               10-K.

                                      -21-
<PAGE>
Exhibit No.                         Description of Exhibit

           21.00       Subsidiaries of Registrant

           23.00       Consent of KPMG Peat Marwick LLP dated December 18, 1998

           27.00       Financial Data Schedule

           99.00       Year 2000 Readiness Disclosure

                               Incorporated   by  reference  to  the   Company's
                               Current Report on Form 8-K filed October 9, 1998,
                               File No. 1-7725.
          

                                      -22-