Mail Stop 7010
								March 16, 2006



Charles Boehlke
Executive Vice President and Chief Financial Officer
MSC Inudstrial Direct Co., Inc.
75 Maxess Road
Melville, New York, 11747

      Re:	MSC Industrial Direct Co., Inc.
      Form 10-K for Fiscal Year Ended August 27, 2005
      Form 10-Q for Fiscal Quarter Ended November 26, 2005
		File No. 1-14130

Dear Mr. Boehlke:

      We have limited our review of the above referenced reports
to
the matters listed below.  If you disagree with our comments, we
will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended August 27, 2005

Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations, page 23

1.		We reference your current analysis of changes in net
sales
and gross profit.  In future filings, when you indicate that
multiple
factors have contributed to a change in your results, please
quantify
the impact of each factor where possible.  Please refer to Item
303(a)(3) of Regulation S-K, including Item 303(a)(3)(iii), and to
our Release 33-8350, available on our website at
www.sec.gov/rules/interp/33-8350.htm.

Liquidity and Capital Resources, page 27

2.		In future filings, please revise your analysis of cash
flows to address all periods presented on your consolidated
statements of cash flows.  We believe that this analysis provides
valuable insight into your liquidity for those same periods and
allows your investors to more easily identify trends.  Please
refer
to Section IV.B. of our Release 33-8350.

Controls and Procedures, page 51

3.	You indicate "...the Company`s disclosure controls and
procedures were effective....to provide reasonable assurance that
information required to be disclosed in the Company`s reports
filed
or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the
Securities and Exchange Commission`s rules and forms."  In future
filings, please revise your disclosure to clarify, if true, that
your
officers also concluded that your disclosure controls and
procedures
were effective to ensure that information required to be disclosed
by
the Company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to management,
including
the Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosure.
Alternatively, your officers may conclude that the Company`s
disclosure controls and procedures are "effective" without
defining
disclosure controls and procedures.

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Bret Johnson at (202) 551-3753, or me at
(202)
551-3768 if you have questions regarding our comments.


Sincerely,



John Cash
Accounting Branch Chief

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Charles Boehlke
MSC Industrial Direct Co., Inc.
March 16, 2006
Page 1


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE