1315 Pages Complete


                     QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                      FORM 10-Q

                             --------------------------------------------------------------------

             X    Quarterly Report Pursuant to Section 13 or 15(d) of
                          the Securities Exchange Act of 1934
                           For the period ended June 30, 19941995

                                         or

                  Transition Report Pursuant to Section 13 or 15(d) of
                          the Securities Exchange Act of 1934
                             For the transition period from
                          _______________------------ to ______________------------------

                          -----------------------------------

                           Commission file number  1-5684

                I.R.S. Employer Identification Number 36-1150280

                           W.W. Grainger, Inc.
                        (an Illinois Corporation)
                           5500 W. Howard St.
                          Skokie, IL.  60077-2699
                          Telephone:  (708) 982-9000

   Indicate by check mark whether the registrant (1) has filed all reports
   required to be filed by Section 13 or 15(d) of the Securities Exchange Act
   of 1934 during the preceding 12 months (or for such shorter period that
   the registrant was required to file such reports), and (2) has been
   subject to such filing requirements for the past 90 days.  Yes   X   No    

   ---   ---

   Indicate the number of shares outstanding of each of the issuers classes
   of common stock, as of the latest practicable date: 50,744,00150,831,162 shares of
   the Company's Common Stock were outstanding as of July 29, 1994.

                                      131, 1995.

   (1)
                                   







   Part I - FINANCIAL INFORMATION
                     W.W. Grainger, Inc. and Subsidiaries
                       CONSOLIDATED STATEMENTS OF EARNINGS
                   In(In thousands of dollars except for per share amounts)
                                     (Unaudited)
                        Three Months Ended 6/June 30, Six Months Ended 6/June 30,
                           1995            1994       19931995        1994        1993  
                              ----------  ----------   ---------- ----------
   Net sales              $  768,554  $  660,407$813,518        $768,554   $1,620,345  $1,474,923 $1,266,590

   Cost of merchandise
   sold                    527,097         499,762    418,7351,042,219     950,505
                          796,546
                              ----------  ----------   ------------------        --------    ---------  ----------
   Gross profit            286,421         268,792      241,672578,126     524,418    470,044

   Warehousing, marketing,
   and administrative 
   expenses                219,091         197,260      432,621     382,356

   Restructuring charges         -             330            -         667
                           -------         -------      -------     -------
   Total operating
   expenses                219,091         197,590      182,341432,621     383,023
                           354,713
                              ----------  ----------   ---------- -----------------         -------      -------     -------
   Operating earnings       67,330          71,202      59,331145,505     141,395    115,331

   Other income or
   (deductions)
   Interest income               2               792          157          14        478
   Interest expense         (1,080)           (671)      (348)(1,163)     (1,010)
   (694)
   Unclassified-net           (226)            361          (378)(96)         73
                          167
                              ----------  ----------   ---------- ------------------         -------       ------     -------
                            (1,304)           (308)      (647)(1,102)       (923)
                          (49)
                              ----------  ----------   ---------- ------------------          ------       ------     -------
   Earnings before income
   taxes                    66,026          70,894      58,684144,403     140,472    115,282

   Income taxes             26,542          28,570       23,23958,050      56,610
                          45,652
                              ----------  ----------   ---------- ------------------          ------      -------     -------

   Net earnings            before 
   cumulative effect of
   accounting changes             42,324      35,445       83,862     69,630

   Cumulative effect of accounting
   changes                             -           -            -       (820)
                              ----------  ----------   ---------- ----------
   Net earnings               $   42,324  $   35,445   $   83,862 $   68,810
                              ==========  ==========   ========== ==========$39,484         $42,324      $86,353     $83,862
                           =======         =======      =======     =======
   Net earnings per common 
   and common equivalent
   share                     before
   accounting changes         $     0.83  $     0.68   $     1.64 $     1.33

   Cumulative effect of accounting
   changes                             -           -            -      (0.02)
                              ----------  ----------   ---------- ----------
   Net earnings per common and
   common equivalent share    $     0.83  $     0.68   $     1.64 $     1.31
                              ==========  ==========   ========== ==========$0.77           $0.83        $1.69       $1.64
                             =====           =====        =====       =====
   Average number of common
   and common equivalent
   shares outstanding      51,219,169     51,260,049   52,241,82051,217,933  51,245,390 52,503,496
                           ==========     ==========   ==========  ==========
   Cash dividends paid 
   per share                 $     0.20  $     0.18   $     0.38 $    0.345
                              ==========  ==========   ========== ==========$0.23           $0.20        $0.43       $0.38
                             =====           =====        =====       =====
   The accompanying notes are an integral part of these financial statements.
   2(2)                                  







                  W.W. Grainger, Inc. and Subsidiaries
                       CONSOLIDATED BALANCE SHEETS
                        (In thousands of dollars)
                              (Unaudited)
   ASSETS                                        06/30/94      12/31/93
                                                    ---------     --------June 30, 1995  Dec. 31, 1994
   CURRENT ASSETS
   Cash and cash equivalents                     $   12,45716,239     $   2,57215,292
   Accounts receivable, less allowance for doubtful
   accounts of $15,120$17,015 in 1995 and $15,333 in 1994  and $13,573 in 1993     372,772       299,856388,211        345,793
   Inventories                                      498,088       466,214607,491        519,966
   Prepaid expenses                                  9,653        10,83213,880         14,233
   Deferred income tax benefits                      45,229        44,408
                                                    ----------    ----------67,773         68,362
                                                  ---------      ---------
   Total current assets                           938,199       823,8821,093,594        963,646
   PROPERTY, BUILDINGS, AND EQUIPMENT               757,536       716,755859,396        810,217
   Less accumulated depreciation and amortization   330,914       307,372
                                                    ----------    ----------367,802        341,075
                                                  ---------      ---------
   Property, buildings, and equipment-net           426,622       409,383491,594        469,142
   OTHER ASSETS                                      134,481       143,399
                                                    ----------    ----------95,373        101,963
                                                  ---------      ---------
   TOTAL ASSETS                                  $1,499,302    $1,376,664$1,680,561     $1,534,751
                                                 ==========     ==========
   LIABILITIES AND SHAREHOLDERS' EQUITY
   CURRENT LIABILITIES
   Short-term debt                               $  69,687125,350     $   34,29811,134
   Current maturities of long-term debt              21,574        21,66226,287         26,449
   Trade accounts payable                           217,473       178,114249,157        226,459
   Accrued liabilities                              119,235       128,510133,115        172,359
   Income taxes                                       12,155        18,773
                                                    ----------    ----------6,688         22,650
                                                  ---------      ---------
   Total current liabilities                        440,124       381,357540,597        459,051
   LONG-TERM DEBT (less current maturities)             5,987         6,214955          1,023
   DEFERRED INCOME TAXES                             19,107        23,01711,656         15,177
   ACCRUED EMPLOYMENT RELATED BENEFITS COSTS         26,621        24,17128,870         26,695
   SHAREHOLDERS' EQUITY
   Cumulative Preferred Stock - $5.00
   par value - authorized 6,000,000 shares,
   issued and outstanding, none                           -              -
   Common Stock - $0.50 par value - authorized
   150,000,000 shares, issued and outstanding,
   50,741,79050,824,991 shares in 1995 and 50,749,681 shares
   in 1994                                           and 50,684,983 shares
   in 1993                                              25,371        25,34225,412         25,375
   Additional contributed capital                    80,222        79,36482,899         81,796
   Unearned restricted stock compensation               (111)         (192)(38)           (61)
   Retained earnings                                901,981       837,391
                                                    ----------    ----------990,210        925,695
                                                  ---------      ---------
   Total shareholders' equity                     1,007,463       941,905
                                                    ----------    ----------1,098,483      1,032,805
                                                  ---------      ---------

   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY    $1,499,302    $1,376,664$1,680,561     $1,534,751
                                                 ==========     ==========

   The accompanying notes are an integral part of these financial statements.
   3(3)








                      W.W. Grainger, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In thousands of dollars)
                                   (Unaudited)


                                                    Six Months Ended June 30,
                                                      1995           1994       1993
   Cash flows from operations:
   ---------  ---------
   Net earnings                                     $ 83,862   $ 68,810$86,353         $83,862
   Provision for losses on accounts receivable        5,826           5,530      4,428
   Depreciation and amortization:
   Property, buildings, and equipment                29,885          26,103     20,695
   Intangibles and goodwill                           7,988           8,906
   10,080Restructuring charges - non cash                      _              847    
   Change in operating assets and liabilities:liabilities
   net of effect of restructuring charges:
   (Increase) in accounts receivable                (48,244)        (78,446)   (48,946)
   (Increase) in inventories                        (31,874)      (980)(87,525)        (32,721)
   Decrease in prepaid expenses                         353           1,179      4,053
   Increase in trade accounts payable                22,698          39,359     35,607
   (Decrease) in other current liabilities          (39,244)         (9,275)   (23,224)
   (Decrease) in current income taxes payable       (15,962)         (6,618)    (6,307)
   Increase in accrued employment related
   benefits costs                                     2,175            2,450      7,074
   (Decrease) in deferred income taxes               (2,932)          (4,731)
   (9,404)
   Other-net                                            223                8
                                                    457
                                                   ---------------         --------

   Net cash (used in) provided by operating 
   activities                                       (38,406)          36,453
                                                    62,343
                                                   --------   ---------------        ---------
   Cash flows from investing activities:
   Additions to property, buildings, and
   equipment - net-net of dispositions                   (52,647)        (42,980)   (38,654)
   Other - net                                       (1,288)           (277)
                                                    408
                                                   --------   ---------------         -------
   Net cash (used in) investing activities          (53,935)        (43,257)
                                                    (38,246)
                                                   --------   ---------------         -------
   Cash flows from financing activities:
   Net proceeds from short-term debt                114,216          35,389     17,793
   Proceeds from long-term debt                           -        700
   Long-term debt payments                             (230)           (315)    (1,382)
   Stock incentive plan                               1,140             887      1,106
   Purchase of Company Common stock                       -    (66,513)
   Cash dividends paid                              (21,838)        (19,272)
                                                    (17,949)
                                                   --------   ---------------         -------
   Net cash provided by (used in) financing activities         93,288          16,689
                                                    (66,245)
                                                   --------   ---------------         -------
   Net increase (decrease) in cash and cash equivalents            947           9,885    (42,148)

   Cash and cash equivalents at beginning of year    15,292           2,572     44,809
                                                   --------        --------
   Cash and cash equivalents at end of period      $ 12,45716,239        $ 2,66112,457
                                                   ========        ========

   The accompanying notes are an integral part of these financial statements.
   4(4)







                              W.W. Grainger, Inc. and Subsidiaries
                           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                           (Unaudited)



   1. BASIS OF STATEMENT PRESENTATION

      The financial statements and the related notes are condensed and should
      be read in conjunction with the consolidated financial statements and
      related notes for the year ended December 31, 1993,1994, included in the
      Company's annual report on Form 10-K filed with the Securities and
      Exchange Commission.

      The consolidated financial statements include the accounts of the
      Company and its subsidiaries.  All significant intercompany
      transactions are eliminated from the consolidated financial statements.

      Inventories are valued at the lower of cost or market.  Cost is
      determined by the last-in, first-out (LIFO) method.

      The unaudited financial information reflects all adjustments which are,
      in the opinion of management, necessary for a fair presentation of the
      statements contained herein.

      Checks outstanding of $23,404,000$45,515,000 and $16,521,000$37,088,000 were included in
      trade accounts payable at June 30, 19941995 and December 31, 1993,1994,
      respectively.

   2.  DIVIDEND

       On August 3, 1994,2, 1995, the Board of Directors declared a quarterly
       dividend of 2023 cents per share, payable September 1, 19941995 to
       shareholders of record on August 15, 1994.



                                        514, 1995.
















   (5)







                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND THE RESULTS OF OPERATIONS

                              RESULTS OF OPERATIONS



   THREE MONTHS ENDED JUNE 30, 19941995 COMPARED WITH THE THREE MONTHS ENDED
   JUNE 30,1993:30, 1994:

   Net Sales
   ---------
   Net sales of $768,554,000$813,518,000 in the 19941995 second quarter increased 16.4%5.9% from
   net sales of $660,407,000 in$768,554,000 for the same 1993comparable 1994 period.  There were 64
   sales days in both the 19941995 and 19931994 second quarter.  The year 19941995 will
   have one moreless sales day than did the year 1993 (2551994 (254 versus 254)255).

   The sales increase of 16.4% for the 19941995 second quarter compared with the 19931994
   second quarter was allprincipally volume related;related.  The rate of sales increase
   for the Company actually
   experienced selling price deflationsecond quarter of about 0.6%.1995 was significantly less than the rate of
   increase for the first quarter of 1995.  Contributing to this decline were
   two factors:

     1.  A slowing in the growth of the general economy.

     2.  The sales of seasonal products having a larger negative effect in
         the second quarter versus the first quarter.

   The volume increase primarily represented the continuing effects of Companythe
   Company's market initiatives, the
   accelerated growth in the national economy, and strong sales of seasonal
   products.  The Company's marketinitiatives.  These initiatives included new product
   additions, pricing actions (see Net Earnings discussion), the continuing
   effectexpansion of expanding branch andfacilities, adding Zone Distribution
   facilities,Centers (ZDCs), and
   the continuing growth of the National Accounts program.

   The increase in
   seasonal sales was related to hotter weather experienced by many regions
   of the country during the 1994 quarter versus the 1993 quarter.  Daily sales to Grainger Division National AccountsAccount customers within the Company's core
   branch-based business increased 26%about 19%, on a comparable basis, over the
   19931994 second quarter.  6Partially offsetting the sales increase was a
   decline in the sales of seasonal products by the core business.  The core
   business experienced selling price increases of about 1.4% when comparing
   the second quarters of 1995 and 1994.










  (6)








                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND THE RESULTS OF OPERATIONS

                              RESULTS OF OPERATIONS
   Net Earnings
   ------------
   Net earnings of $42,324,000 increased 19.4%$39,484,000, in the 1995 second quarter, decreased 8.2%,
   when compared to $35,445,000,with 1994 second quarter net earnings of $43,033,000, which
   excludes the effect of after tax restructuring charges of $709,000.  When
   considering the effect of the restructuring charges, net earnings for the
   19931995 second quarter decreased 6.7%.  The net earnings decrease versus the
   sales increase was due primarily to operating expenses increasing at a
   faster rate than net sales, partially offset by slightly higher gross
   profit margins.

   The Company's gross profit margin increased by 0.24 percentage point for
   the second quarter of 1995 as compared with the same 1994 period. 
   Contributing to the improvement were:

     1.  A favorable product mix primarily resulting from a decline in sales
         of seasonal products.  The earningssales of seasonal products have
         historically had lower than average gross profit margins.

     2.  Cost of goods sold for the 1994 second quarter included $847,000 of
         restructuring charges attributable to business unit integration.

   Offsetting the above positive items was a negative effect from a change in
   selling price category mix.  This change primarily resulted from the
   growth in sales to National Accounts.

   Warehousing, marketing, and administrative (operating) expenses 
   increased 10.9% for the 1995 second quarter compared with the 1994
   second quarter.  This increase was greater than the sales increase
   primarily due to the Company's continuing investment in the business
   infrastructure to support its market initiatives and to the rapid decline
   in the rate of sales growth experienced throughout the quarter.  Of note
   were the following factors relating to infrastructure investments:

     1.  Increased data processing expenses related to the ongoing
         significant upgrade and replacement of the branch order entry, order
         processing, and inventory management system.  This initiative will
         continue throughout 1995.

     2.  Increased systems development expenses designed to support Grainger
         Integrated Supply Operations' role in managing transactions for the
         Company and its best-in-class distribution partners.

     3.  Increased expenses related to the continuing enhancement and
         reconfiguration of the Company's logistics network.  The quarter
         included expenses related to the ramp-up of three additional ZDCs. 
         Also included were expenses associated with converting the Niles,
         Illinois Regional Distribution Center to a National Distribution
         Center.
   (7)








                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND THE RESULTS OF OPERATIONS

                                RESULTS OF OPERATIONS



   Net Earnings (continued)
   ------------


   Also contributing to operating expenses increasing at a slower rate than sales,
   partially offset by lower gross profit margins and a higher effective
   income tax rate.  

   The Company gross profit margin decreased primarily due to a change in
   selling price category mix and the level of cost increases exceeding the
   level of selling price increases.  Seasonal sales, which historically have
   a lower than average gross profit margin, had a minor impact.  The change
   in the selling price category mix resulted from a shift in the mix of
   sales toward lower gross profit margin categories.  This change resulted
   from a strategic repricing applicable to the contractor customer segment,
   as well as from the growth in sales to Grainger Division National
   Accounts.  The level of cost increases, exceeding the level of selling
   price increases was related to:  strategic restructuring of pricing within
   certain product lines including portable heating and air conditioning,
   controls, air treatment, other HVAC products, and lighting; and holding
   certain pricing firm in other categories.  These actions were based on
   market research focused at increasing market share in selected areas.  In
   addition, the Company incurred about $850,000 in non-recurring inventory
   costs in connection with integrating its sanitary supply businesses during
   the second quarter of 1994.

   The increase in operating expenses was lessfaster than the sales
   increase.  This
   pattern occurred across most expense categories primarily due to the
   strong sales growth experienced in the quarter.  Of note are the following
   factors:  the continued leveraging of payrollincrease were:

     1.  Payroll and related benefits costs which increased at a slowerincreasing somewhat faster than
         the rate than sales;of sales.  The Company was unable to balance its workforce
         due to the sharp decline in the rate of sales growth, particularly
         in the month of June.

     2.  Increased freight-out expenses resulting from several factors
         including:

         a.  Proportionally more shipments qualifying for prepaid freight.

         b.  Proportionally more orders being transferred within the
             ZDC/branch network.  This resulted in orders being shipped
             longer distances.  These incremental expenses, by policy, were
             not billed to customers.

   Partially offsetting these unfavorable comparisons was lower amortization
   of goodwill and other acquisition related costs associated with acquired
   and start-up businesses and lower advertising expenses. Non-recurringbusinesses.

   Operating expenses for the 1994 second quarter included $330,000 of
   about $300,000 have been incurredrestructuring charges in connection with the continuingCompany's previously
   announced integration of the Company's sanitary supply businesses.  As of June 30,
   1994, the Company has not incurred any significant expenses associated
   with the integration of either Allied Safety or Bossert Industrial Supply
   into the core business. Future expenses relating to these three
   integrations, including any reevaluation of goodwill, will be charged to 
   operations as they become determinable.its business units and its administrative support
   functions.

   The Company's effective income tax rate for the second quarter of 19941995 was
   40.3%40.2% versus 39.6%40.3% in the comparable 19931994 period. 










 This increase was
   primarily related to the effect of the Omnibus Budget Reconciliation Act
   of 1993 which was enacted during the third quarter of 1993.  The Company's
   effective income tax rate for the 1993 year was 40.3%.


                                        7(8)









                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                        CONDITION AND THE RESULTS OF OPERATIONS

                                 RESULTS OF OPERATIONS



   SIX MONTHS ENDED JUNE 30, 19941995 COMPARED WITH THE SIX MONTHS ENDED
   JUNE 30, 1993:1994:

   Net Sales
   ---------


   Net sales of $1,474,923,000$1,620,345,000 in the first six months of 19941995 increased 16.4%9.9%
   from net sales of $1,266,590,000$1,474,923,000 in the same 19931994 period.  There were 128
   sales days in the firstboth six months of 1994 compared with 127 days
   in the comparable 1993 period.month periods.  The year 19941995 will have one moreless
   sales day than did the year 1993 (2551994 (254 versus 254)255).

   The sales increase for the first six months of 19941995 when compared with the
   same 19931994 period was completelyprincipally volume related;related.  The volume increase can
   be explained primarily by the Company actuallysame factors discussed for the second
   quarter (see Second Quarter Net Sales discussion).  Daily sales to
   National Account customers within the Company's core branch-based business
   increased about 22%, on a comparable basis, over the same 1994 period. 
   The core business experienced selling price deflationincreases of about 0.5%.  The volume increase
   primarily represented1.0% when
   comparing the effects of Company market initiatives, the
   accelerated growth in the national economy, and strong sales of seasonal
   products.  The Company's market initiatives included new product
   additions, pricing actions (see Net Earnings discussion), the continuing
   effect of expanding branch and adding Zone Distribution facilities, and
   the continuing growth of the National Accounts program.



                                        8first six month period for each year.






















  (9)









                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND THE RESULTS OF OPERATIONS

                               RESULTS OF OPERATIONS


   Net Earnings
   ------------


   Net earnings beforefor the cumulative1995 first half increased 1.9% to $86,353,000
   compared with 1994 net earnings of $84,774,000, which excludes the effect
   of accounting changesafter tax restructuring charges of $83,862,000 increased 20.4% when compared to $69,630,000$912,000.  When considering the
   effect of the restructuring charges, net earnings for the 1993
   period.1995 first half
   increased 3.0%.  The earnings increase was greaterless than the sales increase
   due primarily to operating expenses increasing at a slowerfaster rate than net
   sales, partially offset by lowerslightly higher gross profit margins, and a higher effective
   income tax rate.margins.

   The CompanyCompany's gross profit margin decreasewas virtually the same when comparing
   the first six months of 1995 and 1994 (0.12 percentage point improvement). 
   This change in gross profit margin was primarily the result of the factors
   discussed for the second quarter (see second
   quarterSecond Quarter Net Earnings
   discussion).

   TheWarehousing, marketing, and administrative (operating) expenses 
   increased 12.9% for the first six months of 1995 as compared with
   the same 1994 period.  This increase was greater than the increase in operating expenses was
   less thannet
   sales due primarily to the sales increase and was the result of the same factors discussed for the second quarter (see
   second quarterSecond Quarter Net Earnings discussion).  Effective January 1, 1993,Operating expenses for the Company adopted three Statementsfirst
   six months of Financial Accounting Standards resulting1994 included $667,000 of restructuring charges in
   a charge to 1993 first quarter
   net earningsconnection with the Company's previously announced integration of $820,000.its
   business units and its administrative support functions.

   The Company's effective income tax rate for the first six months of 19941995 was
   40.3%40.2% versus 39.6%40.3% in the comparable 19931994 period.  This increase was primarily related to the effect of the Omnibus
   Budget Reconciliation Act of 1993 which was enacted during the third
   quarter of 1993.  The Company's effective
   income tax rate for the 1993full year was 40.3%.



                                        91994 would have been 40.4% without the
   effects of the restructuring charges recorded during 1994.













  (10)









                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND THE RESULTS OF OPERATIONS

                       LIQUIDITY AND CAPITAL RESOURCES



   For the six months ended June 30, 1994,1995, working capital increased
   $55,550,000.$48,402,000.  The ratio of current assets to current liabilities was 2.12.0
   at June 30, 19941995 and 2.22.1 at December 31, 1993.1994.  The Consolidated
   Statements of Cash Flows, included in this report, detail the sources and
   uses of cash and cash equivalents.

   The Company continues to maintain a low debt ratio and a strong liquidity
   position, which provide flexibility in funding working capital needs,
   capital expenditures, and business acquisitions.  Total debt as a percent
   of shareholders' equity was 9.7%13.9% at June 30, 19941995 and 6.6%3.7% at December
   31, 1993.1994.  For the first six months of 1994, $37,520,0001995, $16,894,000 was expended for
   land, buildings, and facilities improvements, and $7,420,000$35,593,000 for data
   processing, office, and other equipment; a total of $44,940,000.





                                        10$52,487,000.




























  (11)









                    W.W. Grainger, Inc. and Subsidiaries
                         PART II - OTHER INFORMATION



   Items 1, 2, 3, 4, and 5 not applicable


                                                                EXHIBIT INDEX
                                                                -------------

   Item 6  Exhibits and Reports on Form 8-K (numbered in
           accordance with Item 601 of regulation S-K).

           (a)  Exhibits

                (11) Computation of Earnings per Common and
                     Common Equivalent Share.                     13Share                          14

                (27) Financial Data Schedule                          15

           (b)  Reports on Form 8-K  -  None





                                        11None.

























 (12)







                                      SIGNATURES



   Pursuant to the requirements of the Securities Exchange Act of 1934, the
   registrant has duly caused this report to be signed on its behalf by the
   undersigned thereunto duly authorized.




                                     W.W. Grainger, Inc.
                                   ------------------------------------------------------------------------
                                         (Registrant)




   Date: August 12, 199410, 1995  By:       /s/  J. D. Fluno 
                                   ---------------------               ------------------------------------------------------------------------
                                   J. D. Fluno, Vice Chairman




   Date: August 12, 199410, 1995  By:       /s/ P. J. Wallace
   ---------------------               -------------------------------------O. Loux
                                   -----------------------------------
                                   P. J. Wallace,O. Loux, Vice President, Finance




   Date: August 10, 1995  By:       /s/ R. D. Pappano
                                   -----------------------------------
                                   R. D. Pappano, Vice President,
                                   Financial Reporting and Controller
                                       (Principal Accounting Officer)









                                        12




   EXHIBIT 11


                           W.W. Grainger, Inc. and Subsidiaries
            COMPUTATION OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE


                                                      1994         1993   
                                                   ----------   ----------
   Six Months ended June 30:

   Average number of shares outstanding
   during the period                               50,719,059   51,957,162
   Common equivalent shares:
   Shares issuable under outstanding 
   options which are dilutive                       1,440,889    1,380,549
   Shares which could have been purchased
   based upon the average market value for
   the period                                         924,140      845,450
                                                   ----------   ----------
                                                      516,749      525,099

   Dilutive effect of exercised options
   prior to being exercised                             9,582       11,236
                                                   ----------   ----------
                                                      526,331      546,335
                                                   ----------   ----------
   Weighted average number of common
   and common equivalent shares outstanding        51,245,390   52,503,496
                                                   ==========   ==========
   Net earnings before cumulative effect of
   accounting changes                              $83,862,000  $69,630,000

   Cumulative effect of accounting changes                   -     (820,000)
                                                   -----------  -----------
   Net earnings                                    $83,862,000  $68,810,000
                                                   ===========  ===========
   Net earnings per common and common equivalent
   share before accounting changes                       $1.64        $1.33

   Cumulative effect of accounting changes per
   common and common equivalent share                        -        (0.02)
                                                   -----------  -----------
   Net earnings per common and common equivalent
   share                                                 $1.64        $1.31
                                                   ===========  ===========
   Three months ended June 30:

   Six months ended June 30, from above                  $1.64        $1.31

   Three months ended March 31, as previously 
   reported                                               0.81         0.63
                                                   -----------  -----------
   Net earnings per common and common equivalent
   share for the three months ended June 30              $0.83        $0.68
                                                   ===========  ===========
   NOTE: The effect under a fully diluted computation is immaterial for both
   periods.

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Investor Relations





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