8-K

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549



                                    FORM 8-K



                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): June 24, 2003



                         MSC INDUSTRIAL DIRECT CO., INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)




                 New York                                       1-14130                                   11-3289165
                 --------                                       -------                                   ----------
                                                                                      

(State or other jurisdiction of incorporation)             (Commission File No.)                 (IRS Employer Identification No.)


                75 Maxess Road                                                                                11747
                                                                                                              ------
  (Address of Principal Executive Offices)                                                                 (Zip Code)



      Registrant's telephone number, including area code: (516) 812-2000
                                                          --------------






ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS


Exhibits: 99.1 MSC Industrial Direct Co., Inc. Press Release, dated June 24,
2003.


ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On June 24, 2003, the Registrant issued a press release announcing
estimated results of operations for the quarterly period ended June 1, 2003. The
entire text of the press release is attached as Exhibit 99.1.









                                   SIGNATURES



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                         MSC INDUSTRIAL DIRECT CO., INC.


                                         By:  /s/ Shelley Boxer
                                             ----------------------------------
                                         Name: Shelley Boxer
                                         Title: Vice President, Finance


Date:    June 27, 2003

EX-99.1

Exhibit 99.1










Contact:
Shelley Boxer, V.P. Finance
MSC Industrial Direct Co., Inc.
(516) 812-1216

Investor Relations: Eric Boyriven/Lindsay Hatton
Press: Scot Hoffman
FD Morgen-Walke
(212) 850-5600

FOR IMMEDIATE RELEASE
- ---------------------

              MSC INDUSTRIAL DIRECT CO., INC. PROVIDES GUIDANCE FOR
                        FISCAL 2003 THIRD QUARTER RESULTS
             - - COMPANY TO PRESENT AT WILLIAM BLAIR CONFERENCE - -

Melville, NY, June 24, 2003 - MSC INDUSTRIAL DIRECT CO., INC. (NYSE: MSM),
"MSC," ONE OF THE PREMIER DISTRIBUTORS OF MRO SUPPLIES TO INDUSTRIAL CUSTOMERS
THROUGHOUT THE UNITED STATES, TODAY PROVIDED GUIDANCE REGARDING ITS ANTICIPATED
FINANCIAL RESULTS FOR ITS THIRD FISCAL QUARTER ENDED JUNE 1, 2003.

For the fiscal 2003 third quarter, the Company expects to report revenues of
approximately $216.0 million, and diluted earnings per share of approximately
$0.19. Gross margins for the fiscal 2003 third quarter are expected to be
approximately 45%, in line with the Company's previous guidance. The Company's
expected revenues for the third quarter of fiscal 2003 represent growth over the
year ago period of approximately 3%.

"We are very pleased with our expected results for the fiscal 2003 third
quarter," said Mitchell Jacobson, Chairman & Chief Executive Officer. "At the
start of the quarter we noted that our visibility was limited by the uncertain
outlook for the industrial sector and the apparent effect of the war in Iraq on
some clients' purchasing decisions. In this environment, we continued to make it
a priority to leverage our position as a market leader with a strong financial
position and a reputation for superior customer service. In this way, we were
able to continue to gain market share and also further expand our presence in
non-industrial markets. The net result is that we expect to report solid
financial performance for the period and to once again exceed our stated





goal of converting 25% of incremental revenues into operating income. Month to
date, sales growth in June has continued to trend at approximately 3% over the
prior year, and we continue to be confident in our ability to successfully
execute on our strategy."

The Company will report its results for the fiscal 2003 third quarter before the
market opens on July 15th, 2003.

The Company also announced that it will present at William Blair & Company's
23rd Annual Growth Stock Conference, which is being held June 24th - 26th, 2003
at The Four Seasons Hotel in Chicago, Illinois. Mitchell Jacobsen will present
on Wednesday, June 25th, 2003 at 11:10 AM CDT (12:10 PM EDT). Listeners can
access a live audio and video webcast of the presentation at
http://www.twst.com/econf/mm/blair2/msm.html. An archive of this webcast can be
accessed through this site for 60 days following the presentation.

MSC Industrial Direct (NYSE: MSM) is one of the premier distributors of MRO
supplies to industrial customers throughout the United States. MSC distributes
more than 500,000 industrial products from more than 2,500 suppliers to more
than 330,000 customers. In-stock availability exceeds 99% and standard ground
delivery is next day to 80% of the industrial United States. MSC reaches its
customers through a combination of more than 35 million direct-mail catalogs and
CD-ROMs, 90 branch sales offices, more than 450 sales people, the Internet and
associations with some of the world's most prominent B2B e-commerce portals.

CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
Statements on this Press Release may constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
section 21E of the Securities exchange Act of 1934, as amended. Any statements
contained herein which are not statements of historical facts and that address
activities, events or developments that the Company expects, believes or
anticipates will or may occur in the future shall be deemed to be
forward-looking statements. Forward-looking statements are inherently subject to
risks and uncertainties, many of which cannot be predicted with accuracy and
some of which might not even be anticipated. Future events, actual results and
performance, financial and otherwise, could differ materially from those set
forth in or contemplated by the forward-looking statements herein. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only of the date hereof. The Company undertakes no obligation to release
publicly any revisions to these forward looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. The inclusion of any statement in this
release does not constitute an admission by MSC or any other person that the
events or circumstances described in such statement are material. Factors that
could cause actual results to differ materially from those in forward-looking
statements include general economic and business conditions, changes in customer
preferences, competition, changes in business strategy, availability of
products, acts of war or terrorism, and various other risk factors listed from
time to time in the Company's SEC reports.

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