SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

GERSHWIND MARJORIE

(Last)

(First)

(Middle)

C/O MSC INDUSRTRIAL DIRECT CO INC

75 MAXESE RD

(Street)

MELVILLE

11747

(City)

(State)

(Zip)

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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
08/30/2003

4. If Amendment, Date of 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

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock, $.001 par value	$0⁽¹⁾	04/07/2003		G⁽²⁾	391,071		⁽⁶⁾	⁽⁷⁾	See Footnote⁽⁴⁾	391,071	$0	11,721,932⁽⁵⁾	D
Class B Common Stock, $.001 par value	$0⁽¹⁾	04/07/2003		G⁽³⁾	7,748		⁽⁶⁾	⁽⁷⁾	See Footnote⁽⁴⁾	7,748	$0	11,721,932⁽⁵⁾	D

Explanation of Responses:

1. 1-to-1

2. Distribution in kind by the Marjorie Diane Gershwind 1998 Qualified Seven Year Annuity Trust to reporting person.

3. Distribution in kind by the Marjorie Diane Gershwind 1994 Qualified Fifteen Year Annuity Interest Trust to reporting person.

4. Class A Common Stock, $.001 par value.

5. Includes 4,701,285 shares of Class B Common Stock directly owned by Ms. Gershwind, 374,401 shares of Class B Common Stock as Settlor of the Marjorie Diane Gershwind 1998 Qualified Seven Year Annuity Trust, 946,246 shares of Class B Common Stock as Settlor of the Marjorie Diane Gershwind 1994 Qualified Fifteen Year Annuity Interest Trust, and 5,700,000 shares of Class B Common Stock held by GF-MSC, L.L.C. Reporting person is the sole voting member of GF-MSC, L.L.C. and disclaims beneficial ownership of the shares held by GF-MSC, L.L.C. except to the extent of her pecuniary interest therein. The Reporting Person also disclaims beneficial ownership of the shares held by the Marjorie Diane Gershwind 1998 Qualified Seven Year Annuity Trust and the Marjorie Diane Gershwind 1994 Qualified Fifteen Year Annuity Interest Trust.

6. Immediately

7. None

	/s/ J. Robert Small, Attorney-in-Fact	10/14/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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