SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JACOBSON MITCHELL

(Last)

(First)

(Middle)

C/O MSC INDUSTRIAL DIRECT CO., INC.

75 MAXESS ROAD

(Street)

MELVILLE

11747

(City)

(State)

(Zip)

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
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2004

4. If Amendment, Date of 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

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	01/28/2004		C		716,134	A	⁽¹⁾	1,629,781	D
Class A Common Stock	01/28/2004		S		1,123,866	D	$27.8	505,915⁽²⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽³⁾	01/28/2004		C			716,134	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	716,134	⁽³⁾	14,574,423⁽⁵⁾	D

Explanation of Responses:

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. Includes 301,368 shares of Class A Common Stock held by Platinum Investment Management, L.L.C. ("Platinum") and 34,878 shares of Class A Common Stock held by the Jacobson Family Foundation. The Reporting Person disclaims beneficial ownership of 150,684 of the shares held by Platinum and the 34,878 shares held by the Jacobson Family Foundation.

3. The Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis.

4. The Class B Common Stock is immediately convertible into Class A Common Stock and does not expire.

5. Includes 386,142 shares of Class B Common Stock as Settlor of the Mitchell Jacobson 1998 Qualified Seven Year Annuity Trust and 374,401 shares of Class B Common Stock as Trustee of the Marjorie Diane Gershwind 1998 Qualified Seven Year Annuity Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Mitchell Jacobson 1998 Qualified Seven Year Annuity Trust and the Marjorie Diane Gershwind 1998 Qualified Seven Year Annuity Trust. Also includes 13,813,880 shares of Class B Common Stock directly owned by the Reporting Person, 3,679,200 of which shares were received as a liquidating distribution from JF-MSC, L.L.C., of which the Reporting Person was the sole voting member. In prior reports, the Reporting Person reported beneficial ownership of 7,032,000 shares of Class B Common Stock held by JF-MSC, L.L.C.

	/s/ J. Robert Small, Attorney-in-Fact	01/30/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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