Exhibit 31.1

                                  CERTIFICATION
                  Certification of Principal Executive Officer
                                      AND
                  Certification of Principal Financial Officer

     I, Randolph I. Thornton,  Chief Executive  Officer, President and sole
officer of the registrant, certify that:

1.             I have  reviewed  this  report on Form 10-K of  Comdisco  Holding
               Company, Inc.;

2.             Based on my  knowledge,  this  report does not contain any untrue
               statement  of a material  fact or omit to state a  material  fact
               necessary  to  make  the   statements   made,  in  light  of  the
               circumstances   under  which  such   statements  were  made,  not
               misleading with respect to the period covered by this report;

3.             Based  on my  knowledge,  the  financial  statements,  and  other
               financial  information included in this report, fairly present in
               all  material  respects  the  financial  condition,   results  of
               operations  and cash flows of the  registrant as of, and for, the
               periods presented in this report;

4.             As the sole  officer  of the  registrant,  I am  responsible  for
               establishing and maintaining  disclosure  controls and procedures
               (as defined in Exchange Act Rules  13a-15(e) and  15d-15(e))  for
               the registrant and have:

               (a)            Designed such disclosure  controls and procedures,
                              or caused such disclosure  controls and procedures
                              to be designed  under our  supervision,  to ensure
                              that   material   information   relating   to  the
                              registrant,     including     its     consolidated
                              subsidiaries, is made known to us by others within
                              those entities,  particularly during the period in
                              which this report is being prepared;

               (b)            Evaluated the  effectiveness  of the  registrant's
                              disclosure  controls and  procedures and presented
                              in  this   report   our   conclusions   about  the
                              effectiveness  of  the  disclosure   controls  and
                              procedures, as of the end of the period covered by
                              this report based on such evaluation; and

               (c)            Disclosed   in  this  report  any  change  in  the
                              registrant's   internal   control  over  financial
                              reporting  that occurred  during the  registrant's
                              fourth   fiscal   quarter   that  has   materially
                              affected,  or is  reasonably  likely to materially
                              affect,  the  registrant's  internal  control over
                              financial reporting; and

5.             As the sole  officer  of the  registrant,  I  have
               disclosed,  based  on my  most  recent  evaluation  of  internal
               control over financial  reporting,  to the registrant's  auditors
               and the audit  committee of the  registrant's  board of directors
               (or persons performing the equivalent functions):

               (a)            All   significant    deficiencies   and   material
                              weaknesses  in the design or operation of internal
                              control  over   financial   reporting   which  are
                              reasonably   likely  to   adversely   affect   the
                              registrant's ability to record, process, summarize
                              and report financial data information; and

               (b)            Any fraud, whether or not material,  that involves
                              management   or   other   employees   who  have  a
                              significant  role  in  the  registrant's  internal
                              control over financial reporting.


Dated: December 14, 2004                By:    /s/ Randolph I. Thornton
                                               ------------------------
                                        Name:  Randolph I. Thornton
                                        Title: Chief Executive Officer
                                               and President
                                               (Principal Financial and
                                                 Accounting Officer)