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^*

GERSHWIND MARJORIE

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2004

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	11/17/2004		C		140,000	A	$0	330,680	D⁽¹⁾
Class A Common Stock	11/17/2004		G		140,000	D	$0	190,680	D
Class A Common Stock	11/18/2004		S⁽²⁾		21,050	D	$36.11	118,950	I⁽³⁾	By foundation

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	⁽⁴⁾	11/17/2004		C			140,000	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	140,000	⁽⁴⁾	3,777,094	D⁽⁶⁾
Class B Common Stock	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	0		156,142	I⁽⁷⁾	By LLC
Class B Common Stock	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	0		946,246	I⁽⁸⁾	By trust

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. The shares were sold by the Gershwind Family Foundation. The Reporting Person disclaims beneficial ownership of shares held by the Gershwind Family Foundation.

3. Includes 118,950 shares of Class A Common Stock held by the Gershwind Family Foundation. The Reporting Person disclaims beneficial ownership of shares held by the Gershwind Family Foundation.

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

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

6. Includes 446,950 shares of Class B Common Stock directly owned by the Reporting Person, which shares were received as a liquidating distribution from GF-MSC, L.L.C., of which the Reporting Person was the sole voting member. In prior reports, the Reporting Person reported indirect beneficial ownership of 1,243,950 shares of Class B Common Stock held by GF-MSC, L.L.C.

7. Includes 156,142 shares of Class B Common Stock as Settlor of the Marjorie Diane Gershwind 1998 Qualified Seven Year Annuity Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Marjorie Diane Gershwind 1998 Qualified Seven Year Annuity Trust.

8. Includes 946,246 shares of Class B Common Stock as Settlor of the Marjorie Diane Gershwind 1994 Qualified Fifteen Year Annuity Interest Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Marjorie Diane Gershwind 1994 Qualified Fifteen Year Annuity Interest Trust.

	/s/ J. Robert Small, Attorney-in-Fact	11/19/2004
	** 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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