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

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^*

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)
08/06/2003

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	08/06/2003		P		5,283⁽¹⁾	A	$90	859,902⁽³⁾⁽⁴⁾	I	See Footnote⁽¹⁾
Common Stock	08/06/2003		P		25,948⁽²⁾	A	$90	885,850⁽³⁾⁽⁴⁾	I	See Footnotes⁽²⁾⁽⁵⁾⁽⁶⁾

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. These shares of the Issuer's common stock, par value $0.01 per share ("Shares") are held for the account of Davidson Kempner Institutional Partners, L.P., a Delaware limited partnership ("DKIP"). Davidson Kempner Advisers Inc., a New York corporation ("DKAI"), is the general partner of DKIP. The Reporting Person, along with Messrs. Thomas L. Kempner, Jr., Stephen M. Dowicz, Scott E. Davidson, Michael J. Leffell, Timothy I. Levart and Robert J. Brivio, Jr. (collectively, the "Other Principals") are the sole stockholders of DKAI.

2. These Shares 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 manager of DKIL. The Reporting Person, along with the Other Principals, are the sole stockholders of DKIA.

3. Following the reported transactions, the Reporting Person may be deemed to be beneficial owner of 885,850 Shares. Of this amount, (i) 359,362 Shares are held for the account of DKIL, (ii) 326,527 Shares are held for the account of DKIP, (iii) 17,015 Shares are held for the account of DKIA, (iv) 167,245 Shares are held for the account of Davidson Kempner Partners, a New York limited partnership ("DKP"), (v) 15,376 Shares are held for the account of M.H. Davidson & Co., a New York limited partnership ("CO"), and (vi) 325 Shares are held for the account of Marvin H. Foundation, Inc., a private charitable foundation organized under the laws of New York (the "MHD Foundation"). The Reporting Person along with the Other Principals, is one of the general partners of CO, and one of the sole stockholders of DKIA and DKAI.

4. The Reporting Person, along with the Other Principals, is a general partner of MHD Management Co., a New York limited partnership ("MHD"), the general partner of DKP. The Reporting Person also serves as President of the MHD Foundation and may be deemed to have voting and dispositive power over the shares held for the account of the MHD Foundation.

5. 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 his account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise.

6. The Reporting Person may be deemed to be a member of a "group" pursuant to Section 13(d) of the Act that, combined, has 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 other securities owned by any other person.

Remarks:

	Marvin H. Davidson	08/08/2003
	** 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.