Edgar Filing: WESCO INTERNATIONAL INC

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

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

STERN JAMES A

2. Issuer Name and Ticker or Trading Symbol
WESCO INTERNATIONAL INC [WCC]

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)

THE CYPRESS GROUP L.L.C., 65 EAST 55TH STREET, 28TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2005

(Street)

NEW YORK, NY 10022

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/03/2005		S		8,628,637	D	$ 33.95	0	I	See ⁽¹⁾
Common Stock	08/03/2005		S		446,889	D	$ 33.95	0	I	See ⁽²⁾
Common Stock	08/03/2005⁽³⁾		J⁽³⁾		0 ⁽³⁾	D ⁽³⁾	⁽³⁾	25,000	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
STERN JAMES A THE CYPRESS GROUP L.L.C. 65 EAST 55TH STREET, 28TH FLOOR NEW YORK, NY 10022	X	X

Signatures

/s/ James A. Stern		08/04/2005
^**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)	As a member of The Cypress Group L.L.C., which is the general partner of Cypress Associates L.P., which is a general partner of Cypress Merchant Banking Partners L.P. and Cypress Offshore Partners L.P., the Reporting Person may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), to be a "ten percent beneficial owner" of shares of Common Stock directly held by Cypress Merchant Banking Partners L.P. However, pursuant to Rule 16a-1(a)(2) promulgated under the Act, the Reporting Person disclaims that he is the beneficial owner of such Common Stock.
(2)	As a member of The Cypress Group L.L.C., which is the general partner of Cypress Associates L.P., which is a general partner of Cypress Merchant Banking Partners L.P. and Cypress Offshore Partners L.P., the Reporting Person may be deemed, for purposes of Section 16 of the Act to be a "ten percent beneficial owner" of shares of Common Stock directly held by Cypress Offshore Partners L.P. However, pursuant to Rule 16a-1(a)(2) promulgated under the Act, the Reporting Person disclaims that he is the beneficial owner of such Common Stock.
(3)	Reporting beneficial ownership of shares owned by the Reporting Person.

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