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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* KEMPNER THOMAS L JR (Last) (First) (Middle) C/O DAVIDSON KEMPNER PARTNERS 885 THIRD AVE STE 3300 (Street) NEW YORK NY 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) 11/30/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value per share ("Common Stock")	10/24/2005		P		46,642	A	$16	946,753	I	See Notes(1)(2)(3)(4)(10)
Common Stock	11/30/2004		J		1,313	A	(5)	893,880	I	See Notes(2)(3)(5)(6)(7)(11)
Common Stock	11/30/2004		J		3,796	A	(5)	897,676	I	See Notes(2)(3)(5)(6)(7)(11)
Common Stock	02/28/2005		J		634	A	(5)	898,314	I	See Notes(2)(3)(5)(8)(9)(12)
Common Stock	02/28/2005		J		1,829	A	(5)	900,143	I	See Notes(2)(3)(5)(8)(9)(12)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* KEMPNER THOMAS L JR (Last) (First) (Middle) C/O DAVIDSON KEMPNER PARTNERS 885 THIRD AVE STE 3300 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DAVIDSON KEMPNER PARTNERS (Last) (First) (Middle) 885 THIRD AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DAVIDSON KEMPNER INSTITUTIONAL PARTNERS LP (Last) (First) (Middle) C/O DAVIDSON KEMPNER PARTNERS 885 THIRD AVE STE 3300 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* M H Davidson & Co (Last) (First) (Middle) 885 THIRD AVENUE SUITE 3300 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DAVIDSON KEMPNER INTERNATIONAL LTD (Last) (First) (Middle) C/O DAVIDSON KEMPNER PARTNERS 885 THIRD AVE STE 3300 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MHD MANAGEMENT CO (Last) (First) (Middle) C/O DAVIDSON KEMPNER PARTNERS 885 THIRD AVE STE 3300 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DAVIDSON KEMPNER ADVISERS INC (Last) (First) (Middle) C/O DAVIDSON KEMPNER PARTNERS 885 THIRD AVE STE 3300 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DAVIDSON KEMPNER INTERNATIONAL ADVISORS LLC (Last) (First) (Middle) C/O DAVIDSON KEMPNER PARTNERS 885 THIRD AVE STE 3300 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DAVIDSON MARVIN H (Last) (First) (Middle) C/O DAVIDSON KEMPNER PARTNERS 885 THIRD AVE STE 3300 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DOWICZ STEPHEN M (Last) (First) (Middle) C/O DAVIDSON KEMPNER PARTNERS 885 THIRD AVE STE 3300 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares of Common Stock to which this note relates are held directly by Davidson Kempner Partners, a New York limited partnership ("DKP"), as to 181,976 shares of Common Stock ("Shares"); Davidson Kempner Institutional Partners, L.P., a Delaware limited partnership ("DKIP"), as to 350,409 Shares; M.H. Davidson & Co., a New York limited partnership ("CO" ), as to 1,749 Shares; Davidson Kempner International, Ltd., a British Virgin Islands corporation ("DKIL"), as to 391,789 Shares; M.H. Davidson & Co. LLC 401(k) Plan, an employee benefit plan (the "Plan"), as to 1,224 Shares; and Serena Limited, a Cayman Islands corporation ("Serena"), as to 18,125 Shares.

2. MHD Management Co., a New York limited partnership ("MHD") is the general partner of DKP. Davidson Kempner Advisers, Inc., a New York corporation ("DKAI"), is the general partner of DKIP and is registered as an investment adviser with the U.S. Securities Exchange Commission. Davidson Kempner International Advisors, L.L.C., a Delaware limited liability company ("DKIA"), is the investment manager of DKIL and Serena. Thomas L. Kempner, Jr., Marvin H. Davidson, Stephen M. Dowicz, Scott E. Davidson, Michael J. Leffell, Timothy I. Levart, Robert J. Brivio, Jr., Eric P. Epstein and Anthony A. Yoseloff (collectively, the "Principals") are the general partners of CO and MHD, the sole managing members of DKIA and the sole stockholders of DKAI. Messrs. Levart, Kempner, Dowicz, Leffell, Brivio and Scott Davidson are the trustees of the Plan.

3. Each of the Reporting Persons disclaims beneficial ownership of the securities to which this Form 4 relates except to the extent each may be deemed to have a pecuniary interest in such securities pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

4. In addition to footnote (1), Thomas J. Kempner may be deemed to beneficially own the following Shares: Thomas L. Kempner, Jr. Individual Retirement Account ("IRA"), as to 137 Shares; Katheryn C. Patterson ("Patterson"), as to 671 Shares; Katheryn Clews Patterson Individual Retirement Account ("Patterson IRA"), as to 264 Shares. Patterson is the spouse of Thomas L. Kempner, Jr. Stephen Dowicz may be deemed to beneficially own the following Shares: 55 Shares as to Stephen Dowicz; 21 Shares as to Mary E. Dowicz. Mary Dowicz is the spouse of Stephen Dowicz. Anthony A. Yoseloff may be deemed to beneficially own 1 Share. Scott Davidson may be deemed to beneficially own 332 Shares.

5. The shares to which this line relates were acquired as a result of a distribution of Common Stock by the issuer to debt-holders. No price was paid for such shares.

6. As of the end of the day on November 30, 2004, the Shares to which this note relates were held directly by DKP as to 172,237 Shares; DKIP as to 334,803 Shares; CO as to 495 Shares; DKIL as to 369,986 Shares; the Plan as to 1,224 Shares; and Serena as to 17,422 Shares.

7. In addition to footnote (6), as of the end of the day on November 30, 2004, Thomas J. Kempner may have been deemed to beneficially own the following Shares: IRA as to 137 Shares; Patterson as to 669 Shares; Patterson IRA as to 264 Shares. Stephen Dowicz may have been deemed to beneficially own the following Shares: 55 Shares as to Stephen Dowicz; 21 Shares as to Mary Dowicz; 32 Shares as to the Stephen M. Dowicz Individual Retirement Account ("Dowicz IRA"). Anthony A. Yoseloff may have been deemed to beneficially own 1 Share. Scott Davidson may have been deemed to beneficially own 330 Shares.

8. As of the end of the day on February 28, 2005, the Shares to which this note relates were held directly by DKP as to 172,741 Shares; DKIP as to 335,670 Shares; CO as to 536 Shares; DKIL as to 370,987 Shares; the Plan as to 1,224 Shares; and Serena as to 17,472 Shares.

9. In addition to footnote (8), as of the end of the day on February 28, 2005, Thomas J. Kempner may have been deemed to beneficially own the following Shares: IRA as to 137 Shares; Patterson as to 671 Shares; Patterson IRA as to 264 Shares. Stephen Dowicz may have been deemed to beneficially own the following Shares: 55 Shares as to Stephen Dowicz; 21 Shares as to Mary Dowicz; 32 Shares as to Dowicz IRA. Anthony A. Yoseloff may have been deemed to beneficially own 1 Share. Scott Davidson may have been deemed to beneficially own 332 Shares.

10. The following foundations and trusts hold securities of the issuer and were established by the Reporting Persons: Anthony A. Yoseloff Foundation Inc. (77); Marvin H. Davidson Foundation Inc. (3,860); Scott and Susan Davidson Foundation Inc. (2,633); Trust u/w Sally M. Davidson, Marvin H. Davidson Trustee (2); Stephen and Mary Dowicz Foundation (2,261); Thomas Kempner and Thomas L. Kempner Jr. Trustees U/A/D FBO Thomas Nathaniel Kempner (5); Thomas L. Kempner Jr. Foundation Inc. (5,470); Thomas L Kempner, Thomas L. Kempner Jr. Trustees U/A/D FBO Trevor M. Kempner (5); John Freund and Mada Lyn Ciocca Trustees U/A/D FBO Jessica Kempner (5); and Lisa and Michael Leffell Foundation, (2,163). The securities held by the trusts and foundations are not included with the holdings of the Reporting Persons on this Form 4. The Reporting Persons disclaim beneficial ownership over these Shares pursuant to Section 16 of the Securities Exchange Act of 1934.

11. As of November 30, 2004, the following foundations and trusts held securities of the issuer and were established by the Reporting Persons: Anthony A. Yoseloff Foundation Inc. (77); Marvin H. Davidson Foundation Inc. (3,858); Scott and Susan Davidson Foundation Inc. (2,632 ); Trust u/w Sally M. Davidson, Marvin H. Davidson Trustee (2); Stephen and Mary Dowicz Foundation (2,261); Thomas Kempner and Thomas L. Kempner Jr. Trustees U/A/D FBO Thomas Nathaniel Kempner (5); Thomas L. Kempner Jr. Foundation Inc. (5,468); Thomas L Kempner, Thomas L. Kempner Jr., Trustees U/A/D FBO Trevor M. Kempner (5); John Freund and Mada Lyn Ciocca Trustees U/A/D FBO Jessica Kempner (5); and Lisa and Michael Leffell Foundation (2,163). The securities held by the trusts and foundations are not included with the holdings of the Reporting Persons on this Form 4. The Reporting Persons disclaim beneficial ownership over these Shares pursuant to Section 16 of the Securities Exchange Act of 1934.

12. As of February 28, 2005, the following foundations and trusts held securities of the issuer and were established by the Reporting Persons: Anthony A. Yoseloff Foundation Inc. (77); Marvin H. Davidson Foundation Inc. (3,860); Scott and Susan Davidson Foundation Inc. (2,633 ); Trust u/w Sally M. Davidson, Marvin H. Davidson Trustee (2); Stephen and Mary Dowicz Foundation (2,261); Thomas Kempner and Thomas L. Kempner Jr. Trustees U/A/D FBO Thomas Nathaniel Kempner (5); Thomas L. Kempner Jr. Foundation Inc. (5,470); Thomas L Kempner, Thomas L. Kempner Jr. Trustees U/A/D FBO Trevor M. Kempner (5); John Freund and Mada Lyn Ciocca Trustees U/A/D FBO Jessica Kempner (5); and Lisa and Michael Leffell Foundation (2,163). The securities held by the trusts and foundations are not included with the holdings of the Reporting Persons on this Form 4. The Reporting Persons disclaim beneficial ownership over these Shares pursuant to Section 16 of the Securities Exchange Act of 1934.

Remarks:

This is Part One of a two-part Form 4 filing. Part Two is filed to indicate all Reporting Persons. It is not a separate Form 4 filing.

	/s/ Thomas L. Kempner, Jr.	11/03/2005
	** Signature of Reporting Person	Date
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