UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 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) March 2, 2005
                                                     ---------------------------

                        Comdisco Holding Company, Inc.
--------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)

                                   Delaware
--------------------------------------------------------------------------------
                (State or Other Jurisdiction of Incorporation)

             000-499-68                               54-2066534
--------------------------------------------------------------------------------
      (Commission File Number)             (IRS Employer Identification No.)


   5600 NORTH RIVER ROAD, SUITE 800  ROSEMONT, ILLINOIS              60018
--------------------------------------------------------------------------------
         (Address of Principal Executive Offices)                 (Zip Code)

                                (847) 698-3000
--------------------------------------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)

                   6111 NORTH RIVER ROAD, ROSEMONT, ILLINOIS
--------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

<PAGE>


Item 8.01         Other Events.

         On March 2, 2005, Comdisco Holding Company, Inc. 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 (the "Board")
has declared a cash dividend of $13.00 per share on the outstanding shares of
its common stock, payable on March 24, 2005 to common stockholders of record
on March 14, 2005. The Company also announced that the Board has authorized a
cash payment of $.1456 per right on its contingent distribution rights
("CDRs"), payable on March 24, 2005 to CDR holders of record on March 14,
2004.

Item 9.01         Financial Statements and Exhibits

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

99.1              Press Release of Comdisco Holding Company, Inc., dated
                  March 2, 2005


<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: March 2, 2005                       By:  /s/ Randolph I. Thornton
                                                --------------------------------
                                           Name:  Randolph I. Thornton
                                           Title: Chief Executive Officer,
                                                  President and Secretary

<PAGE>


                                 EXHIBIT INDEX

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

99.1              Press Release of Comdisco Holding Company, Inc., dated
                  March 2, 2005
[{"type": "8-K", "sequence": "1", "filename": "comdisco8k_mar02-05.txt", "description": "CURRENT REPORT UNDER '34 ACT", "secsgml_size_bytes": 4213}]
{"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": "05655039"}, "business-address": {"street1": "6111 N RIVER RD", "city": "ROSEMONT", "state": "IL", "zip": "60018", "phone": "8476983000"}, "mail-address": {"street1": "6111 NORTH RIVER RD", "city": "ROSEMONT", "state": "IL", "zip": "60018"}}
UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 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) March 2, 2005
                                                     ---------------------------

                        Comdisco Holding Company, Inc.
--------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)

                                   Delaware
--------------------------------------------------------------------------------
                (State or Other Jurisdiction of Incorporation)

             000-499-68                               54-2066534
--------------------------------------------------------------------------------
      (Commission File Number)             (IRS Employer Identification No.)

   5600 NORTH RIVER ROAD, SUITE 800  ROSEMONT, ILLINOIS              60018
--------------------------------------------------------------------------------
         (Address of Principal Executive Offices)                 (Zip Code)

                                (847) 698-3000
--------------------------------------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)

                   6111 NORTH RIVER ROAD, ROSEMONT, ILLINOIS
--------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
Item 8.01         Other Events.

         On March 2, 2005, Comdisco Holding Company, Inc. 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 (the "Board")
has declared a cash dividend of $13.00 per share on the outstanding shares of
its common stock, payable on March 24, 2005 to common stockholders of record
on March 14, 2005. The Company also announced that the Board has authorized a
cash payment of $.1456 per right on its contingent distribution rights
("CDRs"), payable on March 24, 2005 to CDR holders of record on March 14,
2004.

Item 9.01         Financial Statements and Exhibits

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

99.1              Press Release of Comdisco Holding Company, Inc., dated
                  March 2, 2005
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: March 2, 2005                       By:  /s/ Randolph I. Thornton
                                                --------------------------------
                                           Name:  Randolph I. Thornton
                                           Title: Chief Executive Officer,
                                                  President and Secretary
EXHIBIT INDEX

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

99.1              Press Release of Comdisco Holding Company, Inc., dated
                  March 2, 2005