SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant                     [X]

Filed by a Party other than the Registrant  [_]

Check the appropriate box:
[_]  Preliminary Proxy Statement

[_]  Confidential, for use of the Commission only
     (as permitted by rule 14a-6(e)(2))

[_]  Definitive Proxy Statement

[X]  Definitive Additional Materials

[_] Soliciting  Material  Pursuant to (S)  240.14a-11(c)  or (S) 240.14a-12
Comdisco, Inc.

- -------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[_]    Fee computed on table below per Exchange Act Rules  14a-6(i)(4) and 0-11.
       (1) Title of each class of securities to which transaction  applies:  (2)
       Aggregate number of securities to which transaction applies:

       (3)    Per unit price or other underlying  value of transaction  computed
              pursuant to Exchange  Act Rule 0-11 (set forth the amount on which
              the filing fee is calculated and state how it was determined):

       (4)    Proposed maximum aggregate value of transaction:
       (5)    Total fee paid:

[_] Fee paid previously with preliminary materials.

[_]    Check box if any part of the fee is offset as provided  by  Exchange  Act
       Rule  0-11(a)(2) and identify the filing for which the offsetting fee was
       paid previously.  Identify the previous filing by registration  statement
       number, or the Form or Schedule and the date of its filing.

       (1)    Amount Previously Paid:
       (2)    Form, Schedule or Registration Statement No.:
       (3)    Filing Party:
       (4)    Date Filed:

                                      -1-


Additional Materials Relating to Comdisco Special Meeting First Posted on the
Comdisco, Inc. Website at www.comdisco.com on February 3, 2000.

                           Ventures Tracking Stock Q&A

Q.       What is "tracking stock"?
A.       Tracking stock is a series or class of a company's common stock that is
         designed  to track  the  performance  of a  particular  business  unit,
         division, subsidiary, or group of assets. Holders of tracking stock are
         shareholders  of Comdisco and not of the business or  subsidiary  whose
         performance the share are intended to track.

Q.       What is the tracking stock proposal?
A.       The tracking stock proposal will authorize Comdisco to:

         o Issue  common  stock in  multiple  series,  with  Comdisco  Stock and
           Ventures Tracking Stock as the first two series;

         o Reclassify  each  outstanding  share of existing  common stock as one
           share of Comdisco  Stock;  o Increase the total number of  authorized
           shares of common stock from 750,000,000 to 1,800,000,000; and

         o Establish an  incentive  plan for Comdisco  Ventures  management  and
           amend  certain of our stock  plans to allow us to issue more than one
           series of common stock.

         Ventures  Tracking  Stock will track the  economic  performance  of our
         venture financing business which we call Comdisco Ventures.

Q.       Why is Comdisco creating the Ventures Tracking Stock?
A.       Among other things, we intend that creating a Ventures Tracking Stock
         will:

         o Enable  investors  to review  separate  financial  information  about
           Comdisco and Comdisco Ventures and value both stocks accordingly;

         o Encourage  investors  and analysts to focus on Comdisco  Ventures and
           its contribution to the value of Comdisco;

         o Enable us to raise capital by selling Ventures Tracking Stock.

         o Preserve the financial,  tax,  strategic and operational  benefits of
           remaining a single enterprise.

Q.       When do you expect to issue Ventures Tracking Stock?
A.       We expect that this initial public offering ("IPO") would occur some
         time in our fiscal year 2000 - - market  conditions  and regulatory and
         stockholder approvals permitting.

Q.       How much of the Ventures Tracking Stock will be sold in the IPO?
A.       We currently plan to offer to the public,  for cash, shares of Ventures
         Tracking  Stock intended to represent  approximately  15% of the equity
         value initially attributed to Comdisco Ventures.  This equity value has
         not been  established  yet and market  conditions  could influence this
         decision.

Q:       How can an individual investor buy IPO shares of the Ventures Tracking
         Stock?
A:       On January 26th Comdisco  filed a preliminary  proxy  statement for the
         purposes of the stockholder  vote that will take place this spring.  At
         this time, Comdisco has not filed a registration statement for the IPO.
         If the  tracking  stock  proposal is  approved,  we expect to make that
         filing in the spring and offer the IPO through a  syndicate  of brokers
         which will be listed as press  release by  Comdisco.  You may contact a
         representative  of one of those  brokerage  firms about  purchasing IPO
         shares.

Q.       Will the Ventures Tracking Stock pay a dividend?
A.       We currently intend to retain all earnings of Comdisco Ventures to
         finance operations and to fund future growth for Comdisco Ventures.  We
         do not expect to pay any dividends on Ventures  Tracking  Stock for the
         foreseeable future.

Q:       Do you plan to distribute Ventures Tracking Stock to Comdisco
         stockholders?
A:       If we proceed with the IPO, Comdisco currently  anticipates that a full
         distribution of the remaining (non-IPO) shares in the Ventures Tracking
         Stock would be made at some point to  stockholders  of Comdisco  common
         stock. However, we would not expect to distribute these shares for some
         months following the IPO, again subject to market conditions.

Q:       When will Comdisco stockholders receive additional information?
A:       We will provide additional information to Comdisco stockholders as we
         proceed when appropriate and as allowed by SEC rules.

Safe Harbor: Statements above about Comdisco's intentions, expectations or plans
are  forward-looking  statements.  If  Comdisco  is unable to obtain  regulatory
review and approval and  stockholder  approval in a timely manner,  or if market
conditions  change,  Comdisco's  actions  could  differ  materially  from  those
discussed above.