CORRESP 2 filename2.htm
MSC Industrial Direct Co, Inc.
75 Maxess Road
Melville, New York 11747
 
January 31, 2011                   
 
VIA EDGAR
 
Division of Corporation Finance
U.S. Securities and Exchange Commission
One Station Place
100 F Street, N.E.
Washington, D.C. 20549
Attention:  Mr. Jay Ingram, Legal Branch Chief
 
 
Re:
MSC Industrial Direct Co., Inc.
Form 10-K for the Fiscal Year Ended August 28, 2010
Filed on October 22, 2010
Definitive Proxy Statement on Schedule 14A
Filed on December 3, 2010
File No. 001-14130
 
Ladies and Gentlemen:
 
On behalf of MSC Industrial Direct Co., Inc., a New York corporation (the “Company”), in response to the comments raised in the letter dated January 14, 2011 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission, the Company acknowledges that:
 
 
§
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
 
 
§
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
 
 
§
the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 
Very truly yours,
 
/s/ Charles Boehlke
 
Charles Boehlke
Executive Vice President and Chief
Financial Officer