INDUSTRIAL DISTRIBUTION GROUP INC
8-A12B, 1997-07-18
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 8-A 12B

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR (G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                      INDUSTRIAL DISTRIBUTION GROUP, INC.
           ----------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
  <S>                                                                     <C>
                   Delaware                                                            58-2299339
- ------------------------------------------------------------------------------------------------------------------------
         (STATE OF INCORPORATION OR ORGANIZATION)                         (I.R.S. EMPLOYER IDENTIFICATION NO.)


  2500 Royal Place, Tucker, Georgia                                                       30084
- -------------------------------------------------------------------------------------------------------------------------
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                                            (ZIP CODE)
</TABLE>


Securities to be registered pursuant to Section 12(b) of the Act:


         Title of each class                    Name of each exchange on which
         to be so registered                    each class is to be registered

Common Stock, par value $0.01 per share          New York Stock Exchange, Inc.
- ---------------------------------------          -----------------------------
- ---------------------------------------          -----------------------------

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]


If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]


Securities to be registered pursuant to Section 12(g) of the Act:

                                      N/A
                           --------------------------
                               (Title of Class)

                                        Total of 2 sequentially numbered pages.
                                            Exhibit Index appears on page 2.

                                       1
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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

                 Incorporated herein by reference is the description of common
                 stock set forth under the heading "Description of Capital
                 Stock" contained in the Registrant's Registration Statement on
                 Form S-1 (Registration No. 333-      ) under the Securities
                 Act of 1933, as amended, filed on July 18, 1997, as amended.

ITEM 2.  EXHIBITS.

         II.3.1  Certificate of Incorporation, as amended, of Registrant 
                 (incorporated herein by reference to Exhibit 3.1 to the 
                 Registrant's Registration Statement on Form S-1 (Registration 
                 No. 333-      ) under the Securities Act of 1933, as amended, 
                 filed on July 18, 1997, as amended).

         II.3.2  Bylaws of Registrant (incorporated herein by reference to 
                 Exhibit 3.2 to the Registrant's Registration Statement on Form 
                 S-1 (Registration No. 333-      ) under the Securities Act of 
                 1933, as amended, filed on July 18, 1997, as amended).

         II.4.1  Specimen of form of certificate representing shares of Common
                 Stock of Registrant, par value $0.01 per share (incorporated
                 by reference to Exhibit 4.1 to the Registrant's Registration
                 Statement on Form S-1 (Registration No. 333-      ) under the
                 Securities Act of 1933, as amended, filed on July 18, 1997, as
                 amended).

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.


July 18, 1997                           INDUSTRIAL DISTRIBUTION GROUP, INC.
                                        -----------------------------------
                                                   (Registrant)



                                        By: /s/ Martin S. Pinson
                                           -----------------------------
                                           Martin S. Pinson
                                           Chairman and Chief Executive Officer





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