Edgar Filing: MSC INDUSTRIAL DIRECT CO INC

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GERSHWIND MARJORIE

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)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O MSC INDUSTRIAL DIRECT CO., INC., 75 MAXESS ROAD

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2005

(Street)

MELVILLE, NY 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)
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)
Class A Common Stock	11/02/2005		S		12,900	D	$ 38.35	145,480	D
Class A Common Stock	11/02/2005		S		800	D	$ 38.37	144,680	D
Class A Common Stock	11/02/2005		S		600	D	$ 38.38	144,080	D
Class A Common Stock	11/02/2005		S		4,500	D	$ 38.4	139,580	D
Class A Common Stock	11/02/2005		S		800	D	$ 38.42	138,780	D
Class A Common Stock	11/02/2005		S		400	D	$ 38.44	138,380	D
Class A Common Stock	11/02/2005		C		250,000	A ⁽¹⁾	$ 0	388,380	D

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽²⁾

11/02/2005

250,000

⁽³⁾

Class A Common Stock

250,000

$ 0

3,683,236

D ⁽⁴⁾

Class B Common Stock

⁽²⁾

⁽³⁾

Class A Common Stock

946,246

I ⁽⁵⁾

By trust

Reporting Owners

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

Signatures

/s/ J. Robert Small, Attorney-in-Fact		11/04/2005
^**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)	The shares of Class A Common Stock reported as being acquired by the Reporting Person on this report were acquired upon conversion of Class B Common Stock held by the Reporting Person.
(2)	The Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis.
(3)	The Class B Common Stock is immediately convertible into Class A Common Stock and does not expire.
(4)	Includes 156,142 shares of Class B Common Stock previously reported by the Reporting Person as Settlor of the Marjorie Diane Gershwind 1998 Qualified Seven Year Annuity Trust. Since the date of the Reporting Person's last report, such shares have been distributed and are now owned directly by the Reporting Person.
(5)	Includes 946,246 shares of Class B Common Stock at Settlor of the Marjorie Diane Gershwind 1998 Qualified Fifteen Year Annuity Interest Trust. The Reporting Person disclaims beneficial ownership of the shares held by the the Marjorie Diane Gershwind 1998 Qualified Fifteen Year Annuity Interest Trust.

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