[Comdisco, Inc. Letterhead]


                                January 31, 2001


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-0305

Re: Comdisco, Inc. Registration Statement on Form S-3:
    Original filing date April 12, 2000; Amendment No. 1 filed June 16, 2000;
    Amendment No. 2 filed July 24, 2000; Amendment No. 3 filed September 1, 2000
    (File No. 333-34590) - Application for Withdrawal

Ladies and Gentlemen:

         Pursuant  to Rule 477 under the  Securities  Act of 1933,  as  amended,
Comdisco, Inc. (the "Company") hereby submits this application for withdrawal of
its  Registration  Statement  on  Form  S-3,  together  with  all  exhibits  and
amendments thereto (File No. 333-34590) (the "Registration Statement"), relating
to the proposed initial public offering of the shares of the Company's  Comdisco
Ventures  group  stock,  effective  as  of  the  date  hereof,  or as  early  as
practicable hereafter.  The Company has not printed any preliminary prospectuses
nor issued or sold any of its Comdisco  Ventures group stock in connection  with
the  proposed  registration.   The  Company  is  requesting  withdrawal  of  the
Registration Statement due to continuing unfavorable conditions in the financial
markets.

         We respectfully request that we be notified of the effectiveness of the
withdrawal of the Registration  Statement by a telephone call to the undersigned
at (847) 518-5075 and that a copy of the written order be faxed to the attention
of the  undersigned  at (847)  518-5088  when it is  available.  If you have any
questions about this application for withdrawal,  please do not hesitate to call
Michael  Boland of McBride Baker & Coles at (312)  715-5744,  or me at the above
number.

                                            Very truly yours,

                                            Comdisco, Inc.

                                            By:  /s/ Jeremiah M. Fitzgerald
                                                  Jeremiah M. Fitzgerald
                                                  Senior Vice President, Chief
                                                  Legal Officer and Secretary