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): July 10, 2003



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




                                                                                            
                   New York                                       1-14130                                   11-3289165
                   --------                                       -------                                   ----------
x(State or other jurisdiction of incorporation)           (Commission File Number)                (IRS Employer Identification No.)

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


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





ITEM 5. OTHER EVENTS

On July 10, 2003, the Registrant issued a press release announcing the
declaration of a cash dividend on the common stock of the Registrant. The entire
text of the press release is attached as Exhibit 99.1.

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


Exhibits: 99.1 MSC Industrial Direct Co., Inc. Press Release, dated July 10,
2003.










                                   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/ Charles Boehlke
                                           ------------------------------
                                       Name:  Charles Boehlke
                                       Title: Executive Vice President
                                              and Chief Financial Officer


Date: July 11, 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. INITIATES QUARTERLY DIVIDEND

Melville, NY, July 10, 2003 - MSC INDUSTRIAL DIRECT CO., INC. (NYSE: MSM),
"MSC," one of the premier distributors of MRO supplies to industrial customers
throughout the United States, announced today that its Board of Directors has
instituted a policy of regular quarterly cash dividends to shareholders.
Initially, the quarterly dividend rate will be $0.05 per share, or $0.20 per
share annually.

The first dividend is payable on August 11, 2003 to shareholders of record at
the close of business on July 31, 2003. The dividend will result in an
anticipated payout of approximately $13.3 million per year, based on the number
of shares currently outstanding.

"This dividend declaration is a signal of the Board's confidence in MSC's
financial strength and the stability of its cash flow," said Mitchell Jacobson,
Chairman & Chief Executive Officer. "As a result of the successful execution of
our strategy, MSC generated approximately $85 million in operating cash flow in
fiscal 2002. By instituting the dividend, we are enhancing shareholder value
while at the same time maintaining significant liquidity with which to continue
our growth strategy."

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 340,000 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. For
more information, visit the Company's Web site at http://www.mscdirect.com.

CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
Statements in 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,


                                     -MORE-




MSC INDUSTRIAL DIRECT CO., INC. INITIATES QUARTERLY DIVIDEND          PAGE - 2 -


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 as 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, without limitation, changing market
conditions, competitive and regulatory matters, general economic conditions in
the markets in which the Company operates, risk of cancellation or rescheduling
of orders, work stoppages at transportation centers or shipping ports, the risk
of war, terrorism and similar hostilities, availability of suitable acquisition
opportunities, and various other risk factors listed from time to time in the
Company's SEC reports.



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