Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
JACOBSON MITCHELL
   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)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O MSC INDUSTRIAL DIRECT CO., INC., 75 MAXESS ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
04/29/2009
(Street)

MELVILLE, NY 11747		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, $ 0.001 par value 04/29/2009   M   50,000 A $ 14.5 220,169 D  
Class A Common Stock, $ 0.001 par value 04/29/2009   S   50,000 D $ 40.224 (1) 170,169 D  
Class A Common Stock, $ 0.001 par value 04/30/2009   M   75,000 A $ 14.5 245,169 D  
Class A Common Stock, $ 0.001 par value 04/30/2009   S   3,300 D $ 42.2947 (2) 241,869 D  
Class A Common Stock, $ 0.001 par value 04/30/2009   S   71,700 D $ 41.6832 (3) 170,169 D  
Class A Common Stock, $ 0.001 par value               71,951 I By Trust (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (Right to Buy) (5) $ 14.5 04/29/2009   M     50,000   (6) 09/20/2011 Class A Common Stock, $0.001 par value 50,000 $ 0 200,000 D  
Options (Right to Buy) (5) $ 14.5 04/30/2009   M     75,000   (6) 09/20/2011 Class A Common Stock, $0.001 par value 75,000 $ 0 125,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JACOBSON MITCHELL
C/O MSC INDUSTRIAL DIRECT CO., INC.
75 MAXESS ROAD
MELVILLE, NY 11747		   X   X    

Signatures

 /s/ Mitchell Jacobson, by J. Robert Small, Attorney-in-Fact   05/01/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the sale of 50,000 shares in 62 separate transactions, ranging from $40.00 to $40.64 per share, resulting in a weighted average sale price per share of $40.2240. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
(2) Represents the sale of 3,300 shares in 7 separate transactions, ranging from $42.25 to $42.34 per share, resulting in a weighted average sale price per share of $42.2947. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
(3) Represents the sale of 71,700 shares in 111 separate transactions, ranging from $41.25 to $42.24 per share, resulting in a weighted average sale price per share of $41.6832. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
(4) Such shares are owned by the Mitchell L. Jacobson 2005 GRAT #2, a trust for the benefit of the Reporting Person's son, of which the Reporting Person's spouse is a co-trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trust.
(5) Options to purchase Issuer's Class A Common Stock, $0.001 par value.
(6) An option to purchase 250,000 shares of the Issuer's Class A Common Stock was issued to the Reporting Person under the Issuer's 2001 Stock Option Plan. One-fifth of such option became exercisable on each of September 21, 2002, September 21, 2003, September 21, 2004, September 21, 2005 and September 21, 2006.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.