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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1. Name and Address of Reporting Person * GERSHWIND ERIK   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 _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and COO (Last) (First) (Middle) C/O MSC INDUSTRIAL DIRECT CO., INC., 75 MAXESS RD. 3. Date of Earliest Transaction (Month/Day/Year) 08/06/2012 (Street) MELVILLE, NY US 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 Class A Common Stock, $0.001 par value 08/06/2012   C   25,000 A (1) 64,288 D   Class A Common Stock, $0.001 par value 08/06/2012   S   30,500 D $ 69.8162 (2) 33,788 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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

(1)

08/06/2012

C

25,000

(1)

(1)

Class A Common Stock, $0.001 par value

25,000

$ 0

1,369,082

D

Class B Common Stock

(1)

(1)

(1)

Class A Common Stock, $0.001 par value

152,498

152,498 (3)

I

See footnote (4)

Class B Common Stock

(1)

(1)

(1)

Class A Common Stock, $0.001 par value

75,000

75,000 (5)

I

See footnote (6)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GERSHWIND ERIK C/O MSC INDUSTRIAL DIRECT CO., INC. 75 MAXESS RD. MELVILLE, NY US 11747	X		President and COO

Signatures

/s/ Erik Gershwind		08/07/2012
**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 immediately on a one-for-one basis into shares of Class A Common Stock and does not expire.
(2)	Represents the sale of 30,500 shares in 56 separate transactions, ranging from $69.75 to $70.00 per share, resulting in a weighted average sale price per share of $69.8162. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
(3)	Represents the number of shares of Class B Common Stock held indirectly by the Reporting Person as of the date of this filing through a trust of which the Reporting Person is a beneficiary and co-trustee.
(4)	Represents shares of Class B Common Stock held by a trust of which the Reporting Person is beneficiary and co-trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trust.
(5)	Represents the number of shares of Class B Common Stock held indirectly by the Reporting Person as of the date of this filing through a trust of which the Reporting Person is the sole annuitant and trustee.
(6)	Represents shares of Class B Common Stock held by a trust of which the Reporting Person is the sole annuitant and trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trust.

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