==============================================================================


                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): May 2, 2003

                        COMDISCO HOLDING COMPANY, INC.
------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                         000-499-68             54-2066534
------------------------------------------------------------------------------
(State or Other Jurisdiction       (Commission File Number)     (IRS Employer
     of Incorporation)                                       Identification No.)

                6111 NORTH RIVER ROAD, ROSEMONT, ILLINOIS 60018
------------------------------------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code:      (847) 698-3000
                                                     -------------------------

                                      N/A
------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)



<PAGE>

Item 5.      Other Events and Required FD Disclosure.

         On May 2, 2003, Comdisco Holding Company, Inc. (the "Company") issued
a press release, a copy of which is hereby incorporated by reference and
attached hereto as Exhibit 99.1, announcing that its Board of Directors has
declared a cash dividend of $73.33 per share on the outstanding shares of the
Company's common stock, payable on May 22, 2003 to common stockholders of
record on May 12, 2003.

         The Company's First Amended Joint Plan of Reorganization (the
"Plan"), which became effective on August 12, 2002, requires that holders of
the Company's contingent distribution rights (the "CDRs") be entitled to share
in proceeds realized from the Company's assets once certain minimum recovery
thresholds are achieved. On May 2, 2003, the Company said that the recovery to
its general unsecured creditors, after giving effect to the dividend announced
on the date hereof, will be approximately 87 percent, calculated as provided
in the Plan. As a result, the Company announced a cash payment of $0.01793 per
right on its CDRs, payable on May 22, 2003 to CDR holders of record on
May 12, 2003.

Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

         (a) Financial Statements of Businesses Acquired: N/A
         (b) Pro Forma Financial Information: N/A
         (c) Exhibits:

            Exhibit No.       Description
            -----------       -----------

               99.1           Press release of Comdisco Holding Company, Inc.,
                              dated May 2, 2003


<PAGE>

                                  SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                     COMDISCO HOLDING COMPANY, INC.


Dated: May 2, 2003                   By:  /s/ Robert E. T. Lackey
                                          --------------------------------------
                                          Name:  Robert E. T. Lackey
                                          Title: Executive Vice President, Chief
                                                 Legal Officer and Secretary


<PAGE>



                                 EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

   99.1           Press release of Comdisco Holding Company, Inc.,
                  dated May 2, 2003
[{"type": "8-K", "sequence": "1", "filename": "ch356708.txt", "description": "FORM 8-K", "secsgml_size_bytes": 4066}]
{"company-data": {"conformed-name": "COMDISCO HOLDING CO INC", "cik": "0001179484", "assigned-sic": "7377", "irs-number": "542066534", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-49968", "film-number": "03680469"}, "business-address": {"street1": "6111 N RIVER RD", "city": "ROSEMONT", "state": "IL", "zip": "60018", "phone": "8476983000"}, "mail-address": {"street1": "6111 NORHT RIVER RD", "city": "ROSEMONT", "state": "IL", "zip": "60018"}}
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): May 2, 2003

                        COMDISCO HOLDING COMPANY, INC.
------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                         000-499-68             54-2066534
------------------------------------------------------------------------------
(State or Other Jurisdiction       (Commission File Number)     (IRS Employer
     of Incorporation)                                       Identification No.)

                6111 NORTH RIVER ROAD, ROSEMONT, ILLINOIS 60018
------------------------------------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code:      (847) 698-3000
                                                     -------------------------

                                      N/A
------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
Item 5.      Other Events and Required FD Disclosure.

         On May 2, 2003, Comdisco Holding Company, Inc. (the "Company") issued
a press release, a copy of which is hereby incorporated by reference and
attached hereto as Exhibit 99.1, announcing that its Board of Directors has
declared a cash dividend of $73.33 per share on the outstanding shares of the
Company's common stock, payable on May 22, 2003 to common stockholders of
record on May 12, 2003.

         The Company's First Amended Joint Plan of Reorganization (the
"Plan"), which became effective on August 12, 2002, requires that holders of
the Company's contingent distribution rights (the "CDRs") be entitled to share
in proceeds realized from the Company's assets once certain minimum recovery
thresholds are achieved. On May 2, 2003, the Company said that the recovery to
its general unsecured creditors, after giving effect to the dividend announced
on the date hereof, will be approximately 87 percent, calculated as provided
in the Plan. As a result, the Company announced a cash payment of $0.01793 per
right on its CDRs, payable on May 22, 2003 to CDR holders of record on
May 12, 2003.

Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

         (a) Financial Statements of Businesses Acquired: N/A
         (b) Pro Forma Financial Information: N/A
         (c) Exhibits:

            Exhibit No.       Description
            -----------       -----------

               99.1           Press release of Comdisco Holding Company, Inc.,
                              dated May 2, 2003
SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                     COMDISCO HOLDING COMPANY, INC.

Dated: May 2, 2003                   By:  /s/ Robert E. T. Lackey
                                          --------------------------------------
                                          Name:  Robert E. T. Lackey
                                          Title: Executive Vice President, Chief
                                                 Legal Officer and Secretary
EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

   99.1           Press release of Comdisco Holding Company, Inc.,
                  dated May 2, 2003