EXHIBIT 23.2


                NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

Section 11(a) of the Securities Act provides that if part of a registration
statement at the time it becomes effective contains an untrue statement of a
material fact, or omits a material fact required to be stated therein or
necessary to make the statements therein not misleading, any person acquiring a
security pursuant to such registration statement (unless it is proved that at
the time of such acquisition such person knew of such untruth or omission) may
assert a claim against, among others, an accountant who has consented to be
named as having certified any part of the registration statement or as having
prepared any report for use in connection with the registration statement.

On May 15, 2002, the MSC Industrial Direct Co., Inc. (the "Company") dismissed
Arthur Andersen LLP as its independent auditors and as the independent auditors
of the Sid Tool Savings Plan (the "Plan") of Sid Tool Co., Inc (a wholly owned
subsidiary of MSC Industrial Direct CO., Inc.). On May 15, 2002, the Company
appointed Ernst & Young LLP to replace Arthur Andersen LLP as the independent
auditor of the Company and the Plan. Prior to the date of this Form 11-K (which
is incorporated by reference into the Company's filing on Form S-8 No.
333-48901), the Arthur Andersen partner responsible for the audit of the most
recent audited financial statements of the Plan as of December 31, 2000 and for
the year then ended resigned from Arthur Andersen. As a result, after reasonable
efforts, the Company has been unable to obtain Arthur Andersen's written consent
to the incorporation by reference into the Company's filing on Form S-8 No
333-48901 of its audit reports with respect to the Plan's financial statements
as of December 31, 2000 and for the year then ended. Under these circumstances,
Rule 437a under the Securities Act permits the Plan to file this Form 11-K
without a written consent from Arthur Andersen. However, as a result, Arthur
Andersen will not have any liability under Section 11(a) of the Securities Act
for any untrue statements of a material fact contained in the financial
statements audited by Andersen LLP or any omissions of a material fact required
to be stated therein. Accordingly, you would be unable to assert a claim against
Arthur Andersen under Section 11(a) of the Securities Act because it has not
consented to the incorporation by reference of its previously issued report into
the Company's filing on Form S-8 No. 333-48901.