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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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

JACOBSON MITCHELL

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

(Last)

(First)

(Middle)

MSC INDUSTRIAL DIRECT CO., INC., 75 MAXESS ROAD

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2006

(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								130,169	D
Class A Common Stock	04/10/2006		S		7,790	D	$ 52	490,060	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		533	D	$ 52.01	489,527	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		369	D	$ 52.02	489,158	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		451	D	$ 52.03	488,707	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		1,148	D	$ 52.04	487,559	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		779	D	$ 52.05	486,780	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		656	D	$ 52.06	486,124	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		1,722	D	$ 52.07	484,402	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		410	D	$ 52.08	483,992	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		738	D	$ 52.09	483,254	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		1,271	D	$ 52.1	481,983	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		533	D	$ 52.11	481,450	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		41	D	$ 52.12	481,409	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		533	D	$ 52.13	480,876	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		164	D	$ 52.14	480,712	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		861	D	$ 52.15	479,851	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		41	D	$ 52.16	479,810	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		246	D	$ 52.17	479,564	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		123	D	$ 52.18	479,441	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		451	D	$ 52.19	478,990	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		4,387	D	$ 52.2	474,603	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		943	D	$ 52.21	473,660	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		902	D	$ 52.22	472,758	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		328	D	$ 52.23	472,430	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		123	D	$ 52.24	472,307	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		738	D	$ 52.25	471,569	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		328	D	$ 52.26	471,241	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		2,214	D	$ 52.3	469,027	I ⁽¹⁾	By trust
Class A Common Stock	04/10/2006		S		246	D	$ 52.33	468,781	I ⁽¹⁾	By trust

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

Reporting Owners

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

Signatures

/s/ J. Robert Small, Attorney-in-Fact		04/12/2006
^**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 Reporting Person may be deemed to beneficially own such shares as Settlor and Trustee of the Mitchell L. Jacobson 2005 Grantor Retained Annuity Trust #2 (the "Jacobson 2005 GRAT 2"). The Reporting Person disclaims beneficial ownership of the shares held by the Jacobson 2005 GRAT 2.
Remarks: 1 of 2 Forms 4

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