SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DAVIDSON MARVIN H

(Last)

(First)

(Middle)

885 THIRD AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMDISCO HOLDING CO INC [ CDCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/19/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/19/2004		P		396	A	$21	361,032	I	See Footnotes⁽¹⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	10/19/2004		P		12	A	$21	17,095	I	See Footnotes⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	10/19/2004		P		292	A	$21	327,943	I	See Footnotes⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	10/19/2004		P		180	A	$21	168,069	I	See Footnotes⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	10/19/2004		P		20	A	$21	69	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The 361,032 shares of the Issuer's common stock, par value $.01 per share ("Shares"), reported herein are held for the account of Davidson Kempner International, Ltd., a British Virgin Islands corporation ("DKIL"). Davidson Kempner International Advisors, L.L.C., a Delaware limited liability company ("DKIA"), is the general partner of DKIL. The Reporting Person is one of the stockholders of DKIA.

2. The 17,095 Shares reported herein are held for the account of Serena Limited, a Cayman Islands corporation ("Serena"). DKIA is the manager of Serena. The Reporting Person is one of the stockholders of DKIA.

3. The 327,943 Shares reported herein are held for the account of Davidson Kempner Institutional Partners, Ltd., a British Virgin Islands corporation ("DKIP"). Davidson Kempner Advisers Inc., a Delaware corporation ("DKAI"), is the general partner of DKIP. The Reporting Person is one of the stockholders of DKAI.

4. The 168,069 Shares reported herein are held for the account of Davidson Kempner Partners, a New York limited partnership ("DKP"). MHD Management Co., a New York limited partnership ("MHD"), is the general partner of DKP. The Reporting Person is a general partner of MHD.

5. The 69 Shares reported herein are held for the account of M.H. Davidson & Co., a New York limited partnership ("MHD & Co."). The Reporting Person is a general partner of MHD & Co.

6. Following the reported transactions, the Reporting Person may be deemed to be the beneficial owner of an aggregate of 878,062 Shares. Of this amount, (i) 361,032 Shares are held for the account of DKIL, (ii) 17,095 Shares are held for the account of Serena, (iii) 327,943 Shares are held for the account of DKIP, (iv) 168,069 Shares are held for the account of DKP, (v) 69 Shares are held for the account of MHD & Co., and (vi) 3,854 Shares are held for the account of the Marvin H. Davidson Foundation, a private charitable foundation (the "MHD Foundation").

7. The Reporting Person, along with Messrs. Stephen M. Dowicz, Robert J. Brivio, Jr., Thomas L. Kempner, Jr., Scott E. Davidson, Michael J. Leffell and Timothy I. Levart (collectively, the "Other Principals"), are the sole stockholders of DKAI, the general partner of DKIP. The Reporting Person and the Other Principals are the sole stockholders of DKIA, the manager of DKIL. The Reporting Person and the Other Principals are the general partners of MHD & Co. and of MHD, which is the general partner of DKP. Finally, the Reporting Person serves as president of the MHD Foundation.

8. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of any securities not held directly for its account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise.

9. The Reporting Person may be deemed to be a member of a "group" pursuant to Section 13(d) of the Act that may be deemed to have aggregate beneficial ownership of more than 10% of the Issuer's outstanding Shares. The filing of this statement shall not be deemed an admission that the Reporting Person is a member of any such "group" or that the Reporting Person is the beneficial owner of any Shares or securities owned by any other person.

Remarks:

	Marvin H. Davidson	10/21/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.