8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)October 21, 2005

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 Number)	(I.R.S. Employer Identification No.)
75 Maxess Road, Melville, New York		11747
(Address of principal executive offices)		(Zip Code)

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

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

On October 21, 2005, Mitchell Jacobson, Chief Executive Office and Chairman of the Board of Directors of the Registrant, submitted, and the Registrant’s Board of Directors accepted, his resignation as Chief Executive Officer of the Registrant effective November 9, 2005.  Mr. Jacobson will continue to serve as a Director and Chairman of the Board of Directors of the Registrant.

On October 21, 2005, the Board of Directors appointed David Sandler, currently President and Chief Operating Officer of the Registrant, to become Chief Executive Officer of the Registrant effective November 9, 2005.

Mr. Sandler, age 48, was promoted to Executive Vice President of the Registrant in June 1999, appointed Chief Operating Officer of the Registrant in November 2000, and appointed President of the Registrant in November 2003.  From September 1998 to June 1999, he served as Senior Vice President of Administration of the Registrant.  From September 1997 to September 1998, Mr. Sandler was the Senior Vice President of Information Systems and Human Resources of the Registrant.  From September 1996 to September 1997, Mr. Sandler served as the Vice President of Information Systems and Business Development of the Registrant.  From 1995 to 1996, Mr. Sandler was the Director of Business Development of the Registrant.  From 1993 to 1995, Mr. Sandler was the Director of Product Management and Purchasing of the Sid Tool Co., Inc.

Information with respect to Mr. Sandler’s current terms of employment is set forth in the Registrant’s Proxy Statement dated December 3, 2004, under Executive Compensation – “Employment Arrangements and Compensation Plans”, which is hereby incorporated by reference herein.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEARS.

On October 21, 2005, the Board of Directors of the Registrant amended and restated Article 4 of the Bylaws of the Registrant.  Pursuant to the bylaw amendment, the Chief Executive Officer of the Registrant shall be the chief executive officer, president and chief operating officer of the Registrant and the Chairman of the Board of Directors of the Registrant duties shall include presiding at the all meetings of the Board of Directors and the shareholders of Registrant, general supervision over the business of the Registrant and such other powers and duties as the Board of Directors of the Registrant shall assign.  A copy of the Bylaw amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit: 3.1  Amendment to Bylaws of the Registrant.

Exhibit 99.1 MSC Industrial Direct Co., Inc. Press Release, dated October 27, 2005.

2

Signature

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.
Date: October 27, 2005	By:	/s/ Shelley M. Boxer
	Name: Shelley M. Boxer
	Title: Vice President, Finance

3

EX-3.1

Exhibit 3.1

AMENDMENT

TO

BY-LAWS

OF

MSC INDUSTRIAL DIRECT CO., INC.

4.             Officers

4.1           Number; Security.  The executive officers of the Corporation shall be the chief executive officer, president, one or more vice presidents (including one or more executive vice presidents and one or more senior vice presidents, if the Board so determines), a secretary and a chief financial officer.  Any two or more offices may be held by the same person, except the offices of president and secretary.  The Board may require any officer, agent, or employee to give security for the faithful performance of his duties.

4.2           Election; Term of Office.  The executive officers of the Corporation shall be elected annually by the Board, and each such officer shall hold office until the next annual meeting of the Board and until the election of his successor.

4.3           Subordinate Officers.          The Board may appoint subordinate officers (including assistant secretaries and assistant treasurers), agents or employees, each of whom shall hold office for such period and have such powers and duties as the Board determines.  The Board may delegate to any executive officer or to any committee the power to appoint and define the powers and duties of any subordinate officers, agents or employees.

4.4           Resignation and Removal of Officers.  Any officer may resign at any time.  Any officer elected or appointed by the Board or appointed by an executive officer or by a committee may be removed by the Board either with or without cause.

4.5           Vacancies.  A vacancy in any office may be filled for the unexpired term by the Board.

4.6           Chairman of the Board.  The Chairman of the Board shall preside at all meetings of the Board and of the shareholders.  Subject to the control of the Board, he shall have general supervision over the business of the Corporation and shall have such other powers and duties as the Board shall assign to him.

4.7           The Chief Executive Officer.   The Chief Executive Officer shall be the chief executive officer, president and chief operating officer of the Corporation.  Subject to the control and oversight of the Board, he shall have general charge and supervision over the business affairs, operations and overall strategic direction of the Corporation and shall have such other powers and duties as the Board assigns to him from time to time.

4.8           Vice President.  Each vice president shall have such powers and duties as the Board and/or the Chief Executive Officer assigns to him from time to time.

4.9           Chief Financial Officer.  The chief financial officer shall be in charge of the Corporation’s books and accounts.  Subject to the control of the Board, he shall have such other powers and duties as the Board and/or the Chief Executive Officer assigns to him from time to time.

4.10         The Secretary.  The secretary shall be the secretary of, and keep the minutes of, all meetings of the Board and of the shareholders, shall be responsible for giving notice of all meetings of shareholders and of the Board, and shall keep the seal and, when authorized by the Board, apply it to any instrument requiring it.  Subject to the control of the Board, he shall have such other powers and duties as the Board and/or the Chief Executive Officer assigns to him from time to time.  In the absence of the secretary from any meeting, the minutes shall be kept by the person appointed for that purpose by the presiding officer.

4.11         Salaries.  The Board or an appropriate committee thereof may fix the officers’ salaries, if any, or it may authorize the chief executive officer to fix the salary of any other officer, subject in any case to applicable requirements of the Securities and Exchange Commission, the New York Stock Exchange or such other exchange on which the Corporation’s securities may be traded.

EX-99.1

Exhibit 99.1

Contact:

Shelley Boxer, V.P. Finance

MSC Industrial Direct Co., Inc.

(516) 812-1216

Investor Relations: Eric Boyriven/Jim Olecki

Press: Scot Hoffman

Financial Dynamics

(212) 850-5600

FOR IMMEDIATE RELEASE

MSC INDUSTRIAL DIRECT CO., INC. PROMOTES DAVID SANDLER TO

CHIEF EXECUTIVE OFFICER

- Mitchell Jacobson to remain as Chairman of the Board -

Melville, NY, October 27, 2005 - MSC INDUSTRIAL DIRECT CO., INC. (NYSE: MSM), “MSC,” one of the premier distributors of MRO supplies to industrial customers throughout the United States,today announced that the Company’s Board of Directors has promoted David K. Sandler to the position of President and Chief Executive Officer, effective November 9, 2005.  Mr. Sandler currently serves as the Company’s President and Chief Operating Officer.  He succeeds Mitchell Jacobson, who will remain with MSC as Chairman of the Board, continuing to oversee the Company’s strategic direction.

Mr. Sandler has served in his current role as MSC’s Chief Operating Officer since November of 2000.  In this position, Mr. Sandler has been responsible for the Company’s business operations.  Mr. Sandler joined MSC in 1989 as a result of the Company’s acquisition of Dancorp Inc., a New England-based industrial supply distributor, where he had previously served as President and Chief Executive Officer.  Since joining the Company, Mr. Sandler has held a variety of positions with responsibility for all aspects of MSC’s business, including information systems, product management, purchasing, corporate development, human resources, and finance.  He has served as a member of the Company’s Board of Directors since 1999.

Mitchell Jacobson commented, “It is with great pleasure that we announce David’s promotion to CEO.  David has been instrumental in MSC’s operations and financial success.  I can think of no one better qualified to take on this role, and I have complete confidence that he will continue to drive MSC’s success for many years to come.  This transition will not change our operations or strategic vision in any way.   I remain very committed to MSC’s success, and will continue to work actively with the Company’s management team, focusing on MSC’s strategic approach and leveraging my industry relationships for the benefit of the Company, while David will continue to leverage his extensive knowledge of our operations, and his 30 years of industry experience, to ensure that MSC maintains the highest level of execution on its operating strategy.  We congratulate David on his promotion and look forward to his continued success.”

- MORE -

David Sandler added, “I am thrilled to have been given this opportunity, and will continue to work closely with Mitchell and our senior management team to ensure MSC leverages the significant opportunity we have for our future.  MSC has earned a reputation as a premier supplier of MRO products and services committed to the highest levels of customer service and financial performance.  While we have positioned ourselves as a market leader, we are still in the early stages of a long-term growth story.  We are extremely well positioned with a solid balance sheet, excellent cash flow, a unique culture, and significant strategic advantages.  I am excited about our prospects and committed to our continued success.”

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 approximately 2,100 suppliers to approximately 343,000 customers.  In-stock availability is approximately 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 28 million direct-mail catalogs, approximately 90 branch sales offices, approximately 500 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 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, 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 customer and product mixes, changing market conditions, industry consolidations, competition, general economic conditions in the markets in which the Company operates, rising commodity and energy prices, risk of cancellation or rescheduling of orders, work stoppages or other business interruptions (including due to extreme weather conditions) at transportation centers or shipping ports, the risk of war, terrorism and similar hostilities, dependence on the Company’s information systems and on key personnel, and various other risk factors listed from time to time in the Company’s SEC reports.

#     #     #

2