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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                  SCHEDULE 13G/A



                    Under the Securities Exchange Act of 1934
                               (Amendment No. 6)*


                         MSC INDUSTRIAL DIRECT CO., INC.
                                (Name of Issuer)


                 CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE
                         (Title of Class of Securities)


                                   553530 10 6
                                 (CUSIP Number)


                                DECEMBER 31, 2008
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

         [_] Rule 13d-1(b)
         [_] Rule 13d-1(c)
         [X] Rule 13d-1(d)

*    The  remainder  of this cover  page  shall be filled  out for a  reporting
     person's  initial filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing information which
     would alter disclosures provided in a prior cover page.

The  information  required  on the  remainder  of this  cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the liabilities of that section of
the Act but shall be subject to all other  provisions of the Act (however,  see
the Notes).

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CUSIP NO. 553530 10 6           Schedule 13G                         Page 2 of 6


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1.       Name of Reporting Person

         Mitchell Jacobson
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2.       Check the Appropriate Box                                     (a) [_]
         if a Member of a Group                                        (b) [_]

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3.       S.E.C. Use Only


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4.       Citizenship or Place of Organization

         United States

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Number of Shares        (5)     Sole Voting Power               11,742,826
Beneficially            (6)     Shared Voting Power                      0
Owned by Each           (7)     Sole Dispositive Power          11,742,826
Reporting Person        (8)     Shared Dispositive Power                 0
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9.       Aggregate Amount Beneficially Owned by Each Reporting Person

         11,742,826
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10.      Check if the Aggregate Amount in Row (9) Excludes Certain
         Shares
                                                                        [_]
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11.      Percent of Class Represented by Amount in Row (9)

         21.2%
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12.      Type of Reporting Person

         IN
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CUSIP NO. 553530 10 6           Schedule 13G                         Page 3 of 6


                         AMENDMENT NO. 6 TO SCHEDULE 13G
                         -------------------------------

                  This  Amendment  No. 6 to  Schedule  13G is filed by Mitchell
Jacobson  ("Mr.  Jacobson")  to amend and restate in its  entirety the Schedule
13G,  originally  filed on February  14, 1996,  as amended by Amendment  No. 1,
filed on  February  17,  2004,  Amendment  No. 2, filed on February  10,  2005,
Amendment No. 3, filed on January 23, 2006, Amendment No. 4, filed February 12,
2007 and Amendment No. 5, filed on February 14, 2008, with respect to the Class
A Common  Stock (as defined  below) of MSC  Industrial  Direct Co.,  Inc.  (the
"Company").

                  This Amendment No. 6 reflects  shares  beneficially  owned by
Mr. Jacobson and shares of the Company outstanding as of the date hereof.

Item 1.  (a)      NAME OF ISSUER

                  MSC Industrial Direct Co., Inc.

         (b)      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

                  75 Maxess Road
                  Melville, New York 11747

Item 2. (a)       NAME OF PERSON FILING

                  Mitchell Jacobson

         (b)      ADDRESS OF PRINCIPAL BUSINESS OFFICE

                  The address of the principal business office of Mr. Jacobson
                  is c/o MSC Industrial Direct Co., Inc., 75 Maxess Road,
                  Melville, New York 11747.

         (c)      CITIZENSHIP

                  United States.

         (d)      TITLE OF CLASS OF SECURITIES

                  Class A Common Stock, par value $.001 per share (the "Class A
                  Common Stock")

         (e)      CUSIP NUMBER

                  553530 10 6

Item 3.  Not applicable.

Item 4.  OWNERSHIP.

         (a)      AMOUNT BENEFICIALLY OWNED:

                  Mr.  Jacobson may be deemed to  beneficially  own  11,742,826
                  shares of Class A Common  Stock as a result of his  direct or
                  indirect  ownership of, and/or voting and  dispositive  power
                  over:



CUSIP NO. 553530 10 6           Schedule 13G                         Page 4 of 6


                  (a)      170,169  shares of Class A Common  Stock held by Mr.
                           Jacobson;

                  (b)      250,000 shares of Class A Common Stock issuable upon
                           the exercise by Mr. Jacobson of vested options;

                  (c)      71,951  shares of Class A Common  Stock  held by the
                           Mitchell  Jacobson  2005  Grantor  Retained  Annuity
                           Trust #2, of which Mr.  Jacobson  is the settlor and
                           of which Mr. Jacobson's spouse is a co-trustee;

                  (d)      6,936,864  shares of Class B Common Stock, par value
                           $.001 per share, that are convertible into shares of
                           Class A Common  Stock on a  one-for-one  basis  (the
                           "Class B Common Stock"), held by Mr. Jacobson; and

                  (e)      4,313,842  shares  of Class B Common  Stock  held by
                           grantor  retained  annuity  trusts,   of  which  Mr.
                           Jacobson is the settlor  and/or  trustee or of which
                           Mr. Jacobson's spouse is a co-trustee;

                  Mr. Jacobson disclaims  beneficial ownership of all shares of
                  Class A Common  Stock  and Class B Common  Stock  held by the
                  grantor retained annuity trusts referred to above.

         (b)      PERCENTAGE OWNED:

                  Based on calculations made in accordance with Rule 13d-3, and
                  there being approximately 43,872,904 shares of Class A Common
                  Stock   outstanding  (as  reported  by  the  Company  in  its
                  Quarterly  Report on Form 10-Q for the fiscal  quarter  ended
                  November   29,   2008),   Mr.   Jacobson  may  be  deemed  to
                  beneficially own approximately 21.2% of the outstanding Class
                  A Common Stock.

         (c)      NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS POWER TO DIRECT
                  THE DISPOSITION:

                  (i)    Sole voting power:         11,742,826

                  (ii)   Shared voting power:                0

                  (iii)  Sole dispositive power:    11,742,826

                  (iv)   Shared dispositive power:           0




CUSIP NO. 553530 10 6           Schedule 13G                         Page 5 of 6


Item 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

         Not applicable.

Item 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

         Not applicable.

Item 7.  IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARY WHICH ACQUIRED THE
         SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

         Not applicable.

Item 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

         Not applicable.

Item 9.  NOTICE OF DISSOLUTION OF GROUP

         Not applicable.

Item 10. CERTIFICATION

         Not applicable.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






CUSIP NO. 553530 10 6             Schedule 13G                      Page 6 of 6



                                   SIGNATURES

                  After reasonable inquiry and to my best knowledge and belief,
I certify that the  information  set forth in this statement is true,  complete
and correct.

Dated as of February 17, 2009


                                                  By: /s/ J. Robert Small
                                                      ------------------------
                                                      J. Robert Small
                                                      Attorney-in-Fact