Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SANDLER DAVID
   2. Issuer Name and Ticker or Trading Symbol
MSC INDUSTRIAL DIRECT CO INC [MSM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)
C/O MSC INDUSTRIAL DIRECT CO., INC., 75 MAXESS ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
04/05/2012
(Street)

MELVILLE, NY US 11747		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Class A Common Stock, $0.001 par value 04/05/2012   M   35,490 A $ 44.17 297,637 D  
Class A Common Stock, $0.001 par value 04/05/2012   S   43,485 D $ 81.8544 (1) 254,152 D  
Class A Common Stock, $0.001 par value 04/05/2012   S   15,432 D $ 82.4301 (2) 238,720 D  
Class A Common Stock, $0.001 par value 04/05/2012   S   10,900 D $ 81.8543 (3) 3,872 I See footnote (4)
Class A Common Stock, $0.001 par value 04/05/2012   S   3,872 D $ 82.43 (5) 0 I See footnote (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Options (right to buy) (6) $ 44.17 04/05/2012   M     35,490   (7) 10/12/2016 Class A Common Stock, $.001 par value 35,490 $ 0 70,980 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SANDLER DAVID
C/O MSC INDUSTRIAL DIRECT CO., INC.
75 MAXESS ROAD
MELVILLE, NY US 11747		   X     CEO  

Signatures

 /s/ David Sandler   04/06/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the sale of 43,485 shares in 95 separate transactions, ranging from $81.20 to $82.19 per share, resulting in a weighted average sale price per share of $81.8544. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
(2) Represents the sale of 15,432 shares in 45 separate transactions, ranging from $82.21 to $82.68 per share, resulting in a weighted average sale price per share of $82.4301. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
(3) Represents the sale of 10,900 shares in 95 separate transactions, ranging from $81.20 to $82.19 per share, resulting in a weighted average sale price per share of $81.8543. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
(4) Represents the sale of shares held by a grantor retained annuity trust ("GRAT") of which the Reporting Person's spouse is a trustee. The Reporting Person disclaims beneficial ownership of any shares held by such GRAT, except to the extent of his pecuniary interest therein.
(5) Represents the sale of 3,872 shares in 45 separate transactions, ranging from $82.21 to $82.68 per share, resulting in a weighted average sale price per share of $82.4300. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
(6) Represents options to purchase the Issuer's Class A Common Stock, $0.001 par value (the "Common Stock").
(7) An option to purchase 141,960 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Equity Plan. 35,490 shares of Common Stock became exercisable on each of October 13, 2010 and October 13, 2011, and an additional 35,490 shares will become exercisable on each of October 13, 2012 and October 13, 2013.

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