Edgar Filing: INDUSTRIAL DISTRIBUTION GROUP INC

Form 5

Form 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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
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[ ]	Form 3 Holdings Reported
[ ]	Form 4 Transactions Reported

1. Name and Address of Reporting Person* Fenoglio, William R.		2. Issuer Name and Ticker or Trading Symbol Industrial Distribution Group, Inc. (IDG)					6. Relationship of Reporting Person(s) to Issuer (Check all applicable) _X_ Director ___ 10% Owner ___ Officer (give ___ Other (specify title below) below) _________________
(Last) (First) (Middle) 72 Oakengates		3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)		4. Statement for Month/Year 12/02
(Street) Avon, Connecticut 06001				5. If Amendment, Date of Original (Month/Year)			7. 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 at the end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)		Code	V	Amount	(A) or (D)	Price

* If the form is filed by more than one reporting person, see instruction 4(b)(v).

Form 5 (continued)

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. Trans-
     action
    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
    at End
    of Year
    (Instr. 4)

10. Ownership
       of
      Derivative
      Security:
      Direct (D)
      or
      Indirect
      (I)
      (Instr. 4)

11. Nature
      of
      Indirect
      Beneficial
      Ownership
      (Instr.
       4)

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount
or
Number
of Shares

Stock Option
(right to buy)

$1.65

1-03-02

5,000

(1)

1-03-12

Common Stock

5,000

Explanation of Responses:

(1) The options vest in equal amounts on each of the first three anniversaries of the grant.

/s/ William R. Fenoglio

William R. Fenoglio

**Signature of Reporting Person

2-06-03
Date

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure