COMDISCO INC
NT 11-K, 1999-04-01
COMPUTER RENTAL & LEASING
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 12b-25

                                                       -------------------------
        NOTIFICATION OF LATE FILING                          SEC FILE NUMBER
                                                                 1-7725
                                                       -------------------------

                                                       -------------------------
              (Check One):                                    CUSIP NUMBER
                                                       -------------------------

[ ]Form 10-K and  [ ]Form 20-F  [X]Form 11-K  [ ]Form 10-Q and  [ ]Form N-SAR
   Form 10-KSB                                Form 10-QSB


        For Period Ending :                               September 30, 1998
                                                       -------------------------
        [ ]Transition  Report Form 10-K
        [ ]Transition  Report Form 20-F
        [ ]Transition  Report  Form  11-K
        [ ]Transition  Report  Form  10-Q
        [ ]Transition Report Form N-SAR
        For the Transition Period Ending.......................................

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

If the notification  relates to a  portion of the filing checked above, identify
the Item(s) to which the notification relates:..................................

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


Part I - Registrant Information
- - --------------------------------------------------------------------------------
         COMDISCO, INC.
         Full Name of Registrant

         Former Name if Applicable

         6111 N. RIVER ROAD
         Address of Principal Executive Office (Street and Number):

         ROSEMONT, IL 60018
         City, State and Zip Code




Part II - Rules 12b-25(b) and (c)
- - --------------------------------------------------------------------------------
If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

     [X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense.

     [X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the  fifteenth  calendar day following  the  prescribed  due date; or the
subject  quarterly report or transition  report on Form 10-Q, or portion thereof
will be filed on or before the fifth  calendar day following the  prescribed due
date; and

     [X] (c) The  accountant's  statement  or  other  exhibit  required  by Rule
12b-25(c) has been attached if applicable.

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

Part III - Narrative
- - --------------------------------------------------------------------------------

State below in  reasonable  detail the  reasons  why Form 10-K and Form  10-KSB,
20-F,  11-K,  10-Q and Form 10-QSB,  NSAR, or the  transition  report or portion
thereof could not be filed within the prescribed period.

Comdisco,Inc.   has  been  unable  to  complete,   assimilate  and  deliver  all
information  needed  by  its  accountants  to  complete  the  audited  financial
statements for the Comdisco,  Inc.  Employee Profit Sharing Plan for filing with
the Form 11-K by the March 31, 1999 due date.
                                                (Attach Extra Sheets if Needed)
- - --------------------------------------------------------------------------------

Part IV - Other Information
- - --------------------------------------------------------------------------------

     (1) Name and  telephone  number  of  person  to  contact  in regard to this
notification.

          RONALD J. RAPP                                  (847) 518-5071
          --------------                                ------------------
              (Name)                               (Area Code)(Telephone Number)

     (2) Have all other periodic  reports  required under section 13 or 15(d) of
the Securities  Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).
                                                          [X] Yes      [ ] No

     (3) Is it anticipated that any significant  change in results of operations
form the corresponding  period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                                          [ ] Yes      [X] No

     If so, attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

                                 COMDISCO, INC.
                  (Name of Registrant as specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date:   March 31, 1999                        By:

                                              /s/Jeremiah M. Fitzgerald
                                              ----------------------
                                              Jeremiah M. Fitzgerald
                                              Vice President and
                                              General Counsel






                                                                     Exhibit 99

                [Letterhead of David J. Miller & Associates, LLP]



                                 March 31, 1999


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

                           Re:      Comdisco, Inc.
                                    Employee Profit Sharing Plan
                                    Form 11-K Filing for the
                                    Year Ended September 30, 1998

Ladies and Gentlemen:

         We have been advised that there has been an extension of time requested
to complete the above reference  filing,  and that the reason cited for the need
for additional time is that the applicable audited financial  statements are not
yet available.

         The  applicable  audited  financial  statements  are not yet  available
because we were unable to obtain  timely  information  necessary to complete the
audit prior to the March 31, 1999 filing date.



David J. Miller & Associates, LLP
Deerfield, Illinois
March 31, 1999



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