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 *
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
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
MSC INDUSTRIAL DIRECT CO., INC., 75 MAXESS ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
08/17/2005
(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)
Code V Amount (A) or (D) Price

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
Class B Common Stock (1) 08/17/2005   J(2)   946,246 (3)     (4)   (4) Class A Common Stock 946,246 (1) 946,246 I (5) By Trust
Class B Common Stock (1)               (4)   (4) Class A Common Stock 3,000,000   3,000,000 I (6) By trust
Class B Common Stock (1)               (4)   (4) Class A Common Stock 1,500,000   1,500,000 I (7) By trust
Class B Common Stock (1)               (4)   (4) Class A Common Stock 7,650,706 (8)   7,650,706 D  

Reporting Owners

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

Signatures

 /s/ J. Robert Small, Attorney-in-Fact   08/19/2005
**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 Class B Common Stock is convertible at any time into Class A Common Stock on a one-for-one basis.
(2) On August 17, 2005, under the terms of the trust instrument, the Reporting Person became trustee of the Marjorie Diane Gershwind 1994 Qualified Fifteen Year Annuity Interest Trust (the "Gershwind 1994 Trust") following the death of the prior trustee.
(3) Such shares continue to be owned of record by the Gershwind 1994 Trust and indirectly beneficially owned by Marjorie Diane Gershwind as set forth in her Reports under Section 16.
(4) The Class B Common Stock is immediately convertible into Class A Common Stock and does not expire.
(5) Includes 946,246 shares of Class B Common Stock as Trustee of the Gershwind 1994 Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Gershwind 1994 Trust.
(6) Includes 3,000,000 shares of Class B Common Stock previously reported as directly owned that were contributed to the Mitchell L. Jacobson 2005 Grantor Retained Annuity Trust (the "Jacobson 2005 GRAT") on April 4, 2005. The Reporting Person is the Settlor and Trustee of the Jacobson 2005 GRAT. The Reporting Person disclaims beneficial ownership of the shares owned by the Jacobson 2005 GRAT.
(7) Includes 1,500,000 shares of Class B Common Stock previously reported as directly owned that were contributed to the Mitchell L. Jacobson 2005 Grantor Retained Annuity Trust #2 (the "Jacobson 2005 GRAT 2") on April 18, 2005. The Reporting Person is the Settlor and Trustee of the Jacobson 2005 GRAT 2. The Reporting Person disclaims beneficial ownership of the shares owned by the Jacobson 2005 GRAT 2.
(8) Includes 169,561 shares of Class B Common Stock previously reported by the Reporting Person as Settlor of the Mitchell Jacobson 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.

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