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 20, 2009

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)	(IRS 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
		Not Applicable
	(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:

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

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

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

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

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(c)    On October 20, 2009, the Company announced executive promotions.  Erik Gershwind was promoted to Executive Vice President and Chief Operating Officer and Douglas Jones was promoted to Executive Vice President, Global Supply Chain Operations.

Mr. Gershwind, age 38, served as our Senior Vice President, Product Management and Marketing since December 2005.  Previously, Mr. Gershwind was our Vice President of Product Management from April 2005.  From August 2004 to April 2005, Mr. Gershwind served as Vice President of MRO and Inventory Management.

In fiscal year 2009, Mr. Gershwind was compensated with a base salary of $254,404.  Mr. Gershwind's current annual base salary is $256,237 per annum.  In addition, on October 16, 2008, as part of the Company's annual equity award grants, Mr. Gershwind received a stock award of 3,283 restricted shares of our Class A common stock, with a total aggregate fair market value of $124,984 on the date of grant, and a grant of 18,000 options to purchase shares of our Class A common stock at an exercise price of $38.07 per share, and a Black-Scholes value of $10.05 per share.  Mr. Gershwind also received $112,956 as compensation for fiscal year 2008 under our annual cash incentive awards program.  On October 13, 2009, as part of the Company's annual equity award grants, Mr. Gershwind received a stock award of 3,192 restricted shares of our Class A common stock, with a total aggregate fair market value of $140,991 on the date of grant, and a grant of 18,928 options to purchase shares of our Class A common stock at an exercise price of $44.17 per share, and an estimated Black-Scholes value of $12.50 per share.  In addition, Mr. Gershwind will participate in our annual cash incentive bonus program for fiscal year 2010 and is entitled to participate in all of the employee benefit plans available to our executives.

Mr. Gershwind is the nephew of Mitchell Jacobson, our Chairman of the Board, and the son of Marjorie Gershwind, Mr. Jacobson's sister.  Mr. Jacobson and Ms. Gershwind are also principal shareholders of the Company.

Mr. Jones, age 45, served as our Senior Vice President, Supply Chain Management since April 2008.  Previously,  he was our Senior Vice President of Logistics from December 2005.  Mr. Jones joined the Company in July 2001, as Vice President of Fulfillment.  Prior to joining the Company, he served as Vice President, Distribution Operations for the Central Region of the United States, at Fisher Scientific from 1998 to 2001.  Prior to his role at Fisher Scientific, Mr. Jones was part of the Management Team at McMaster-Carr Supply Company, based in Chicago.  During his ten-plus-year tenure with McMaster-Carr, Mr. Jones held various managerial positions of increasing responsibility in Fulfillment, Finance, Purchasing and Inventory Management.

The appointments were effective October 13, 2009.

Copies of the Company’s press releases are filed as Exhibits 99.1 and 99.2 to this report.

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Item 9.01    Financial Statements and Exhibits

(d)  Exhibits

99.1                     Press Release announcing the promotion of Erik Gershwind, dated October 20, 2009, issued by MSC Industrial Direct Co., Inc.

99.2                    Press Release announcing the promotion of Douglas Jones, dated October 20, 2009, issued by MSC Industrial Direct Co., Inc.

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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.
Date:	October 20, 2009	By:	/s/ Shelley M. Boxer
			Name: Shelley M. Boxer Title:   Vice President, Finance

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Exhibit Index
Exhibit No.	Description
99.1	Press Release announcing the appointment of Erik Gershwind, dated October 20, 2009, issued by MSC Industrial Direct Co., Inc.
99.2	Press Release announcing the appointment of Douglas Jones, dated October 20, 2009, issued by MSC Industrial Direct Co., Inc.

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EX-99.1

Exhibit 99.1

Contact:

Shelley Boxer, V.P. Finance

MSC Industrial Direct Co., Inc.

(516) 812-1216

Investors/Media: Eric Boyriven/Alexandra Tramont

FD

(212) 850-5600

For Immediate Release

MSC INDUSTRIAL DIRECT CO., INC. PROMOTESERIK GERSHWIND TO

EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER

Melville, NY, October 20, 2009 - MSC INDUSTRIAL DIRECT CO., INC. (NYSE: MSM), “MSC” or the “Company,” one of the premier distributors of Metalworking and Maintenance, Repair and Operation (“MRO”) supplies to industrial customers throughout the United States, today announced that the Company’s Board of Directors has promoted Erik Gershwind to the position of Executive Vice President and Chief Operating Officer.

Mr. Gershwind previously served as MSC’s Senior Vice President, Product Management and Marketing where he has had overall responsibility for product management and marketing activities, including purchasing, supplier management, merchandising, supply chain management, promotional strategy, database marketing and marketing services, as well as overall responsibility for corporate strategic planning.  In his new role, Mr. Gershwind is responsible for the Company’s Sales and Operations functions. He will continue to report to David Sandler, MSC’s President and Chief Executive Officer.

Mr. Gershwind, age 38, has held various positions of increasing responsibility in business development, sales management,branch integration, product management, marketing and e-commerce at the Company.  Before becoming Senior Vice President, Product Management and Marketing in December 2005, Mr. Gershwind served as Vice President of Product Management and previous to that as Vice President of MRO and Inventory Management.  Mr. Gershwind joined the Company in 1996 as manager of the Company’s acquisition integration initiative, and in 1999 established MSC’s highly successful Internet business as Director of E-Commerce.

Mr. Sandler commented, “Management and the Board could not be more pleased with Erik’s dedication, performance and accomplishments throughout his career at MSC.  His 13 years with the Company have prepared him well for his new position, as he has successfully led numerous projects and excelled in a succession of more challenging leadership roles.  For the last four years Erik has also led our Strategic Team, which is responsible for formulating the Company’s strategic plan and steering its direction. Erik has a proven track record of success and most importantly, has demonstrated that he is a cultural leader of our Company.  I look forward to continuing to work closely together as we execute our strategy for the business going forward.”

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MSC INDUSTRIAL DIRECT CO., INC. PROMOTES ERIK GERSHWIND TO	PAGE 2
EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER

Mr. Gershwind graduated summa cum laude with a B.S. in Economics from the Wharton School of Business, University of Pennsylvania and magna cum laude with a J.D. from Harvard Law School. He also serves on the board of directors for the Gershwind and Jacobson charitable foundations and on the board of overseers for the University of Pennsylvania Libraries.

Mr. Gershwind lives on Long Island with his wife and their three children.

About MSC Industrial Direct Co., Inc.

MSC Industrial Direct Co., Inc. is one of the premier distributors of MRO supplies to industrial customers throughout the United States. MSC distributes approximately 590,000 industrial products from approximately 3,000 suppliers to approximately 350,000 customers. In-stock availability is approximately 99%, with next day standard delivery to the contiguous United States on qualifying orders up until 8:00 p.m. Eastern Time. MSC reaches its customers through a combination of approximately 27 million direct-mail catalogs and CD-ROMs, 96 branch sales offices, 927 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 website 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, 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, including statements about future expected net sales and diluted earnings per share, 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 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, current economic, political and social conditions, changing customer and product mixes, financial restrictions on outstanding borrowings, industry consolidation, competition, general economic conditions in the markets in which the Company operates, volatility in commodity and energy prices, credit risk of our customers, risk of cancellation or rescheduling of orders, work stoppages or other business interruptions (including those 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 the outcome of potential government or regulatory proceedings or future litigation relating to pending or future claims, inquiries or audits.  Additional information concerning these and other risks is described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company's reports on Forms 10-K, 10-Q and 8-K that the Company files with the U.S. Securities and Exchange Commission.  The forward-looking statements in this press release are based on current expectations and the Company assumes no obligation to update these forward-looking statements.

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EX-99.2

Exhibit 99.2

Contact:

Shelley Boxer, V.P. Finance

MSC Industrial Direct Co., Inc.

(516) 812-1216

Investors/Media: Eric Boyriven/Alexandra Tramont

FD

(212) 850-5600

For Immediate Release

MSC INDUSTRIAL DIRECT CO., INC. PROMOTESDOUGLAS JONES TO

EXECUTIVE VICE PRESIDENT, GLOBAL SUPPLY CHAIN OPERATIONS

Melville, NY, October 20, 2009 - MSC INDUSTRIAL DIRECT CO., INC. (NYSE: MSM), “MSC” or the “Company,” one of the premier distributors of Metalworking and Maintenance, Repair and Operation (“MRO”) supplies to industrial customers throughout the United States, today announced that Douglas Jones has been promoted to the position of Executive Vice President, Global Supply Chain Operations.

In his new role, Mr. Jones will be taking on overall responsibility for Product Management and Global sourcing, in addition to his current responsibilities for Distribution Operations, Logistics, Engineering, Facilities, and Purchasing. He will report to Erik Gershwind, Executive Vice President and Chief Operating Officer.

Mr. Jones, age 45, has served in his current role as MSC’s Senior Vice President, Supply Chain Management since April 2008. Previously, he was the Senior Vice President of Logistics from December 2005. Mr. Jones joined the Company in July 2001, as Vice President of Fulfillment. Prior to joining MSC, he served as Vice President, Distribution Operations for the Central Region of the United States, at Fisher Scientific from 1998 to 2001. Prior to his role at Fisher Scientific, Mr. Jones was part of the Management Team at McMaster-Carr Supply Company, based in Chicago. During his ten year tenure with McMaster-Carr, Mr. Jones held various managerial positions of increasing responsibility in Fulfillment, Finance, Purchasing and Inventory Management.

David Sandler, MSC’s President and Chief Executive Officer, commented, “Doug has extensive experience in supply chain management, logistics and distribution and has played a critical part in ensuring and improving the efficiency of MSC’s operations over the last eight years.  Aligning our entire supply chain under Doug will help us improve our profitability and market share gains, while building upon our strong relations with our supplier community. We look forward to his continuing contributions in his new role.”

Mr. Jones graduated cum laude with a BSBA degree in Accounting and a MS from The Ohio State University, and received a Masters in Management degree in Operations Management and Business Strategy from the Kellogg School of Management, Northwestern University.

Mr. Jones lives on Long Island with his wife and two children.

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MSC INDUSTRIAL DIRECT CO., INC. PROMOTES DOUGLAS JONES TO	PAGE 2
EXECUTIVE VICE PRESIDENT, GLOBAL SUPPLY CHAIN OPERATIONS

About MSC Industrial Direct Co., Inc.

MSC Industrial Direct Co., Inc. is one of the premier distributors of MRO supplies to industrial customers throughout the United States. MSC distributes approximately 590,000 industrial products from approximately 3,000 suppliers to approximately 350,000 customers. In-stock availability is approximately 99%, with next day standard delivery to the contiguous United States on qualifying orders up until 8:00 p.m. Eastern Time. MSC reaches its customers through a combination of approximately 27 million direct-mail catalogs and CD-ROMs, 96 branch sales offices, 927 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 website 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, 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, including statements about future expected net sales and diluted earnings per share, 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 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, current economic, political and social conditions, changing customer and product mixes, financial restrictions on outstanding borrowings, industry consolidation, competition, general economic conditions in the markets in which the Company operates, volatility in commodity and energy prices, credit risk of our customers, risk of cancellation or rescheduling of orders, work stoppages or other business interruptions (including those 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 the outcome of potential government or regulatory proceedings or future litigation relating to pending or future claims, inquiries or audits.  Additional information concerning these and other risks is described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company's reports on Forms 10-K, 10-Q and 8-K that the Company files with the U.S. Securities and Exchange Commission.  The forward-looking statements in this press release are based on current expectations and the Company assumes no obligation to update these forward-looking statements.

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