FORM 10-K
SECUTITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

For The Fiscal Year Ended June 30, 1994

Commission File No. 1-2299

BEARINGS, INC.
(Exact name of registrant as specified in its charter)

OHIO 34-0117420
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

3600 Euclid Avenue, Cleveland, Ohio 44115
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (216) 881-8900.

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

Title of each class Name of exchange on which registered
------------------- ------------------------------------
Common Stock without New York Stock Exchange
par value

Securities registered pursuant to Section 12(g) of the Act: None

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 by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

The aggregate market value of the voting stock held by
non-affiliates of the registrant, computed by reference to the
price at which the stock was sold as of the close of business
on September 1, 1994: $229,558,403.
2

Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest
practicable date.

Class Outstanding at September 1, 1994
----- --------------------------------
Common Stock without par value 7,595,947

DOCUMENTS INCORPORATED BY REFERENCE

Listed hereunder are the documents, portions of which are
incorporated by reference, and the Parts of this Form 10-K
into which such portions are incorporated:

(1) Bearings, Inc. 1994 Annual Report
to shareholders for the
fiscal year ended June 30,
1994, portions of which are
incorporated by reference
into Parts I, II and IV of
this Form 10-K; and,

(2) Bearings, Inc. Proxy Statement
dated September 16, 1994,
portions of which are
incorporated by reference
into Parts III and IV of this
Form 10-K.

PART I.
-------
ITEM 1. BUSINESS.
---------
BEARINGS, INC., an Ohio corporation, and its
wholly-owned operating subsidiaries, BRUENING BEARINGS, INC.,
a Kentucky corporation, DIXIE BEARINGS, INCORPORATED, a
Tennessee corporation, KING BEARING, INC., a California
corporation, and MAINLINE INDUSTRIAL DISTRIBUTORS, INC., a
Wisconsin corporation, are in the business of selling and
distributing bearings, mechanical and electrical drive
systems, industrial rubber products, fluid power transmission
components and specialty maintenance and repair products
manufactured by others. Bearings, Inc. and its wholly-owned
operating subsidiaries are hereafter referred to in this
Report as the "Company", unless the context indicates
otherwise. The Company's executive offices are located at
3600 Euclid Avenue, Cleveland, Ohio. The Company and
predecessor companies have been engaged in this business since
1923. Bearings, Inc. was incorporated under the laws of
Delaware in 1928 and reincorporated from Delaware to Ohio in
1988.

(a) GENERAL DEVELOPMENT OF BUSINESS.
--------------------------------
During fiscal 1994, the Company established a
physical presence in strategic geographic markets in the Upper
Midwest. In the summer of 1993, the Company opened two
branches in the Chicago area, the largest industrial market in
the nation. In March 1994, the Company acquired Mainline
Industrial Distributors, Inc. of Appleton, Wisconsin in
exchange for 196,000 shares of Company Common Stock. The
Mainline acquisition added nine branches to the Company's
network, including seven in Wisconsin, one in Minneapolis and
one in Chicago. All continue to operate under the Mainline
name. Four additional Chicago-area branches were acquired by
the Company for cash in May 1994.

Also in fiscal 1994, the Company's implementation
of Total Quality Management ("TQM") continued on course. TQM
is aimed at maximizing customer satisfaction and improving all
aspects of the Company's business, while increasing the
understanding, involvement and overall teamwork of the
Company's employees at all levels. Virtually all Company
branches have undergone quality audits by Company management.
Since its adoption of TQM, the Company has been honored with
quality-supplier awards from dozens of its customers.

In July 1993, John R. Cunin, a Director and former
Chairman & Chief Executive Officer of the Company, died after
45 years of service to the Company. Dr. Jerry Sue Thornton,
president of Cuyahoga Community College, was elected in
January 1994 to fill the vacancy on the Board of Directors.
Also in July 1993, Richard C. Shaw, previously Director of
Corporate Communications, was appointed to serve as Vice
President-Communications & Public Relations.

2
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Further information regarding
developments in the Company's business can be found in the
Bearings, Inc. 1994 Annual Report to shareholders under the
caption "Management's Discussion and Analysis" on pages 10 and
11, which is incorporated herein by reference.

(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
----------------------------------------------
The Company considers its business to involve only
one industry segment.

(c) NARRATIVE DESCRIPTION OF BUSINESS.
----------------------------------
PRODUCTS. The Company engages in the distribution
and sale of ball, roller, thrust and linear type bearings,
mechanical, electrical and fluid power transmission
components, industrial rubber products and specialty items
used in connection with the foregoing such as seals,
lubricants, locking devices, sealing compounds, adhesives and
tools for use therewith. Although the Company does not
generally manufacture the products that it sells, it does
assemble filter carts, fluid power units, speed reducers and
electrical panels.

The Company is a non-exclusive distributor for
numerous manufacturers of the products which it sells. The
principal bearing lines distributed by the Company are:
American, Barden, Cooper, FAG, INA, Kaydon, MB Bearings,
McGill, Rexnord/PTC, Sealmaster, MRC, SKF, Thomson, Timken and
Torrington/Fafnir. The principal power transmission
components distributed by the Company are: Aeroquip, ARO,
Baldor, Browning, Dana, Eaton, Falk, FMC, Gates, Goodyear,
Jeffrey, Kop-Flex, Lincoln Electric, Lovejoy, Martin, Morse,
Reliance/Dodge, Rexnord/PTC, Schrader Bellows, and U.S.
Electrical Motors. Specialty and other items, including
bronze, babbit, nylon, rubber, seals, sealants, "O" rings,
retaining rings, adhesives, lubricants, maintenance equipment
and tools, are purchased from various manufacturers. The
principal suppliers of specialty and other items are: CR
Industries, Dow Corning, Garlock, Loctite, J.M. Clipper,
National/Federal Mogul, OTC, Parker Hannifin, Rotoclip and
Symmco. The Company believes that its relationships with its
suppliers are generally good and that the Company can continue
to represent these suppliers. The loss of certain of these
suppliers could have an adverse effect on the Company's
business.

Based upon the Company's analysis of product dollar
sales volume for the fiscal year ended June 30, 1994, bearings
(including mounted bearings, which in some contexts are
categorized as power transmission components) represented 50%,
power transmission components (including certain rubber and
fluid power products) represented 38%, and specialty and other
items represented 12% of sales. For the year ended June 30,
1993, bearings represented 52%,

power transmission components represented 32%, and specialty
and other items represented 16% of sales. For the year ended
June 30, 1992, bearings represented 53%, power transmission
components 32%, and specialty and other items 15% of sales.

The Company rebuilds precision machine spindles and
live centers at its Spindle Lab in Cleveland, Ohio.
Mechanical shops located in Cleveland, Ohio; Corona,
California; Longview, Washington; Modesto, California; Fort
Worth, Texas; Carlisle, Pennsylvania; Butte, Montana; and
Florence, Kentucky rebuild and assemble speed reducers,
provide custom machining and assemble fluid power systems to
customer specifications. Fluid power centers located in Kent,
Washington, Corona, California and Worcester, Massachusetts,
provide customers with technical expertise. The Company also
operates rubber shops in Arlington, Texas; Longview,
Washington; Corona, California; Modesto, California; Tucson,
Arizona; Atlanta, Georgia; Dayton, New Jersey; and Crestwood,
Illinois to modify conveyor belts and provide hose assemblies
in accordance with customer requirements.

SERVICES. The Company's sales personnel advise and
assist customers with respect to the selection and application
of various bearings, related accessories and power
transmission components. The Company considers this advice
and assistance to be an integral part of its overall sales
efforts. Company sales personnel consist of inside customer
service and field account representatives assigned to each
branch, in addition to representatives assigned as industry
and product specialists. Inside customer service
representatives receive, process and expedite customer orders,
provide pricing and product information, and provide
assistance to field account representatives in servicing
customers. Field account representatives make on-site calls
to customers and potential customers to provide product and
pricing information, make surveys of customer requirements and
recommendations, and assist in the implementation of
maintenance programs. The Company maintains inventory levels
in each branch that are tailored to meet the immediate needs
of its customers and maintains back-up inventory in its
distribution centers, thereby enabling customers to minimize
their own inventories. Such inventories consist of certain
standard items stocked at most branches as well as other items
related to the specific needs of customers in the particular
locale. Due to its high percentage of sales in the
maintenance and replacement market, the Company believes that
service is more important than price in its sales effort,
although price is a competitive factor. As a result, the
business of each branch is concentrated largely in the
geographic area in which it is located. Special products or
products for export may be sold from a number of locations.

Timely delivery of products to customers is an
integral part of the service that the Company provides.
Branches and distribution centers utilize the most effective
method of transportation available to meet customer needs
including both surface and air common carrier and courier
services. The Company also maintains a fleet of delivery
vehicles to provide for delivery to customers. These
transportation services and delivery vehicles are also
utilized for movement of products between suppliers,
distribution centers and branches to assure availability of
merchandise for customer needs.

The Company's ability to service its customers is
enhanced by its computerized inventory and sales information
systems. The Company's point-of-sale OMNEX(TM) 2.0 computer
system gives all Company locations on-line access to
inventory, sales analysis and data. Inventory and sales
information is updated as transactions are entered. The
OMNEX(TM) 2.0 system permits direct access for order entry,
pricing and price-auditing, order expediting and back order
review. The Company's computer system also permits Electronic
Data Interchange (EDI) with participating customers. Nine
network-integrated computer sites serve all branches,
distribution centers and service facilities. Three additional
network-integrated computer systems in Cleveland are tied into
a mainframe computer for sales analysis, management
information and accounting applications.

The Company's operations contrast sharply with
those of manufacturers whose products it sells in that the
manufacturers generally confine their direct sales activities
to large-volume transactions with original equipment
manufacturers who incorporate the components purchased into
the products they make. The manufacturers generally do not
sell replacement components directly to the customer but refer
the customer to the Company or another nearby distributor,
although there is no assurance that this practice will
continue.

Patents, trademarks and licenses do not have a
significant effect on the Company's business.

MARKETS AND METHODS OF DISTRIBUTION. The Company
estimates that approximately 85% of its sales are in the
maintenance and replacement market, the balance being sales
for original equipment. The Company purchases from over 100
major suppliers of bearings, power transmission components and
related items and resells to a wide range of customers, which
include industrial plants of all kinds, machine shops, mines,
paper mills, public utilities, all modes of transportation,
defense establishments and other government agencies, garages,
textile mills, food processing plants, schools and
universities, hospitals, high technology businesses,
contractors, agricultural concerns and other enterprises using
any form of machine, vehicle or implement that
5
7

contains bearings, power transmission components or related
maintenance items. Its customers range from the largest
industrial concerns in the country to the smallest. The
Company's business is not significantly dependent upon a
single customer or group of customers, the loss of which would
have a material adverse effect upon the Company's business as
a whole, and no single customer of the Company accounts for
more than 2% of the Company's total sales.

During fiscal 1994, 5 branches were closed or
consolidated with other branches and 21 branches were newly
opened or acquired. On June 30, 1994, the Company had 339
branches in 40 states. The Company has no operations outside
the continental United States.

The Company's export business during the fiscal
year ended June 30, 1994 and prior fiscal years was less than
2% of net sales, and is not concentrated in any one geographic
area.

COMPETITION. The Company considers its overall
business to be highly competitive. The Company's principal
competitors are other specialized bearing and power
transmission distributors and industrial parts distributors,
and, to a lesser extent, mine and mill supply houses. These
competitors include single and multiple branch operations,
some of which are divisions or subsidiaries of larger
organizations that may have greater financial resources than
the Company. There is a trend in the industry toward larger
multiple branch operations. The Company also competes with
the manufacturers of original equipment and their distributors
in the sale of maintenance and replacement bearings, power
transmission components and related items. Some of these
manufacturers may have greater financial resources than the
Company. The competitors and the number of competitors vary
throughout the geographic areas in which the Company does
business. As a distributor, the Company's market continues to
be influenced by competitive products of European and Asian
manufacturers, which are sold in the United States. The
Company continues to develop and implement marketing
strategies to maintain a competitive position.

The Company is one of the leading distributors of
replacement bearings, power transmission components and
related items in the United States, but the Company's share of
the market for those products is relatively small compared to
the portion of that market serviced by original equipment
manufacturers and other distributors, including dealers in
distressed and surplus merchandise. The Company may not be
the largest distributor in each of the geographic areas in
which a branch is located.

BACKLOG AND SEASONALITY. The Company does not have
a substantial backlog of orders and backlog is not significant
in the business of the Company since prompt delivery of the
majority of the Company's products is essential to the
Company's business. The Company does not consider its
business to be seasonal.

6
8
RAW MATERIALS AND GENERAL BUSINESS CONDITIONS. The
Company's operations are dependent upon general industrial
activities and economic conditions and would be adversely
affected by the unavailability of raw materials to its
suppliers or by any prolonged recession or depression that has
an adverse effect on American industrial activity generally.

NUMBER OF EMPLOYEES. On June 30, 1994, the Company
had 4056 employees (not including the Company's executive
officers). None of the Company's employees are covered by
collective bargaining. The Company considers its relationship
with its employees to be generally favorable.

WORKING CAPITAL. The Company's working capital
position is disclosed in the financial statements referred to
at Item 8 on page 12 of this Report and is discussed in
"Management's Discussion and Analysis" set forth in the
Bearings, Inc. 1994 Annual Report to shareholders on pages 10
and 11.

The Company requires substantial working capital
related to accounts receivable and inventories. Significant
amounts of inventory are required to be carried to meet rapid
delivery requirements of customers. The Company generally
requires all payments for sales on account within 30 days and
generally customers have no right to return merchandise.
Returns are not considered to have a material effect on the
Company's working capital requirements. The Company believes
that such practices are consistent with prevailing industry
practices in these areas.

ENVIRONMENTAL LAWS. The Company believes that
compliance with federal, state and local provisions regulating
the discharge of materials into the environment or otherwise
relating to the protection of the environment will not have a
material adverse effect upon capital expenditures, earnings or
competitive position of the Company.

(d) FINANCIAL INFORMATION ABOUT FOREIGN AND
---------------------------------------
DOMESTIC OPERATIONS AND EXPORT SALES.
-------------------------------------
The Company has no operations outside the
continental United States. The Company's export business
during the fiscal year ended June 30, 1994, and prior fiscal
years, was less than 2% of net sales, and is not concentrated
in any one geographic area.

ITEM 2. PROPERTIES.
-----------
The Company owns or leases the properties in which
its offices, branches, distribution centers, shops and
corporate facilities are located. As of June 30, 1994, the
real properties at 187 locations were owned by the Company,
while 164 locations were leased by the Company. Certain
property locations may contain multiple operations, such as a
branch and a distribution center.

7
9

The principal real properties owned by the Company
(each of which has more than 20,000 square feet of floor
space) are: the corporate office building in Cleveland, Ohio;
the corporate finance and information services office building
in Cleveland, Ohio; the Cleveland East branch in Cleveland,
Ohio; the Prospect mechanical shop in Cleveland, Ohio; the
Midwest Distribution Center in Florence, Kentucky; the John R.
Cunin Distribution Center in Carlisle, Pennsylvania; and the
Portland branch and Portland Distribution Center in Portland,
Oregon. The principal real properties leased by the Company
(each of which has more than 20,000 square feet of floor
space) are: the Corona offices and Corona Distribution Center
in Corona, California; the Fulton Industrial branch and J. L.
Lammers Distribution Center in Atlanta, Georgia; the Fort
Worth Distribution Center in Fort Worth, Texas; the Long Beach
branch in Long Beach, California; the San Jose branch in San
Jose, California; the Worcester branch and fluid power center
in Worcester, Massachusetts; the Longview branch and Longview
Distribution Center in Longview, Washington; the Appleton
offices and branch in Appleton, Wisconsin; and the Milwaukee
branch in Milwaukee, Wisconsin.

The Company considers the properties owned or
leased to be generally sufficient to meet its requirements for
office space and inventory stocking. The size of the
buildings in which the Company's branches are located is
primarily influenced by the amount of inventory required to be
carried to meet the needs of the customers of the branch. All
of the real properties owned or leased by the Company are
being utilized by the Company in its business except for
certain properties, which in the aggregate are not material
and are either for sale or lease to third parties due to
relocation or closing of a facility. Unused portions of
buildings may be leased or subleased to others.

Generally, when opening a new branch, the Company
will lease space for a term not exceeding five years. Then,
as the business develops, suitable property may be purchased
or leased for relocation of the branch. A new general purpose
office-storeroom building may be constructed. However, the
Company has no fixed policy in this regard, and in each
instance the final decision is made on the basis of
availability and cost of suitable property in the local real
estate market, whether purchased or leased. The Company does
not consider any one of its properties to be material, because
it believes that if it becomes necessary or desirable to
relocate any of its branches and distribution centers, other
suitable properties could be found.

During the fiscal year ended June 30, 1994, the
Company opened or acquired 21 new branches and closed or
consolidated 5 branches.
8
10
ITEM 3. PENDING LEGAL PROCEEDINGS.
-------------------------

In 1989, Bearings, Inc. was served with a Second
Amended Complaint in a case captioned SAMMIE ADKINS, ET AL. V.
A. P. GREEN INDUSTRIES, INC., ET AL., Summit County Court of
Common Pleas Case No. ACV 88- 7-2398, naming it as an
additional defendant, along with over 200 other defendants.
Subsequently, 17 additional cases were filed in the same court
naming Bearings, Inc. as a defendant and setting forth
virtually the same allegations against many of the same
defendants on behalf of different plaintiffs. These cases are
known generally as the Akron Tireworker Asbestos Cases and
allege that the plaintiffs (including spouses in some cases)
were injured due to exposure to asbestos while working for
various tire and rubber companies in the greater Akron, Ohio
area. In each case the employee plaintiff has sued for
$500,000 compensatory and $500,000 punitive damages. About
40% of the plaintiffs in the cases are spouses of the
employees, and the spouse plaintiffs have each sued for
$50,000 compensatory and $50,000 punitive damages.

Preliminary information made available to the
Company indicates that Bearings, Inc. has been named a
defendant in these cases only as a supplier of certain
products manufactured by others, which products allegedly
contained asbestos. Due to the court's case management order,
the proceedings as they relate to Bearings, Inc. are in the
preliminary stages; the Company believes, however, based upon
circumstances presently known that such cases are not material
to its business or its financial condition. The Company
intends to defend these cases vigorously. Even if liability
were assessed, the Company would seek indemnification from its
suppliers and its insurance carriers.

In 1992, a jury in a case captioned KING BEARING,
INC., ET AL. V. CARYL EDMUND ORANGES, ET AL., Superior Court
of the State of California, County of Orange, Case No.
53-42-31, awarded a $32.4 million judgment against King
Bearing, Inc., a wholly-owned subsidiary of Bearings, Inc.;
however, as explained below, the Company believes that this
judgment will have no material adverse effect on its business
or financial condition. The verdict was based on contractual
and other claims asserted by various cross- complainants
against King Bearing in a breach of contract and unfair
competition case initially filed by King Bearing in 1987. The
suit, which involved a former owner of King Bearing, was
pending at the time Bearings, Inc. acquired King Bearing in
June 1990. All events relative to the judgment occurred prior
to the Company's purchase of King Bearing. Although Bearings,
Inc. was subsequently named as a party to the lawsuit in 1991,
the jury found no liability on the part of Bearings, Inc.
Under the 1990 Stock Purchase Agreement relative to the
acquisition of King Bearing, both Bearings, Inc. and King
Bearing were specifically indemnified by the ultimate parent
of the former owner of King Bearing (whose stockholders'
equity exceeded $3 billion at June 30,

9
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1994) for any damages or loss related to the judgment. The
judgment is being strongly contested by counsel retained by
the indemnitor on behalf of King Bearing, and in September
1992, the trial court granted the motion of King Bearing for a
new trial as to all but $219,000 in damages returned by the
jury. A notice of appeal was filed by the cross-complainants,
and the case is now pending in the California Court of Appeal,
Fourth Appellate District.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
----------------------------------------------------
No matters were submitted to a vote of security
holders of Bearings, Inc. during the last quarter of the
fiscal year ended June 30, 1994.

EXECUTIVE OFFICERS OF THE REGISTRANT.
-------------------------------------
The Executive Officers are elected for a term of
one year, or until their successors are chosen and qualified,
at the organizational meeting of the Board of Directors held
immediately following the annual meeting of shareholders. The
following is a listing of the Executive Officers of Bearings,
Inc. and a description of their business experience during the
past five years. Except as otherwise stated, the positions
and offices indicated are with Bearings, Inc. and the persons
were elected to their present positions on October 19, 1993:

JOHN C. DANNEMILLER. Mr. Dannemiller
is Chairman (since January 1992), Chief
Executive Officer (since January 1992) and a
Director (since 1985). He was President (from
January 1990 to January 1992), Chief Operating
Officer (from October 1988 to January 1992) and
Executive Vice President (from 1988 to January
1990). He is 56 years of age.

JOHN C. ROBINSON. Mr. Robinson is
President (since January 1992), Chief Operating
Officer (since January 1992), and a Director
(since 1991). He was Vice President (from October
1989 to January 1992) and Executive Vice President
& General Manager of the Corporation's
wholly-owned subsidiary, King Bearing, Inc. (from
June 1990 to October 1991). He was Director of
Development & Strategic Planning from 1987 to
October 1989. He is 52 years of age.

MARK O. EISELE. Mr. Eisele is
Controller (since October 1992). He was
Manager of Internal Audit (from June 1991 to
October 1992). Prior to that, Mr. Eisele was a
Senior Manager with Deloitte & Touche. He is 37
years of age.

10
12
FRANCIS A. MARTINS. Mr. Martins is
Vice President-Marketing (since May 1992). He was
Vice President, Industrial Aftermarket Operations
for SKF USA Inc., a manufacturer of bearings and
related products (from 1985 to May 1992). He is
51 years of age.

FREDERICK L. MOHR. Mr. Mohr is Vice
President-Sales & Marketing (since 1983). He is
64 years of age.

RICHARD C. SHAW. Mr. Shaw is Vice
President-Communications & Public Relations
(since July 1993). He was Director of Corporate
Communications from 1989 to July 1993. He is 45
years of age.

ROBERT C. STINSON. Mr. Stinson is Vice
President-General Counsel (since 1989) and
Secretary (since October 1990). He was Assistant
Secretary (from 1978 to October 1990). He is 48
years of age.

JOHN R. WHITTEN. Mr. Whitten is Vice
President-Finance & Treasurer (since October
1992). He was Vice President (since 1985) and
Controller (from 1981 to October 1992). He is 48
years of age.

PART II.
--------
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
-------------------------------------------------
STOCKHOLDER MATTERS.
--------------------
The Company's Common Stock, without par value, is
listed for trading on the New York Stock Exchange. The
information concerning the principal market for the Company's
Common Stock, the quarterly stock prices and dividends for the
fiscal years ended June 30, 1994 and 1993 and the number of
shareholders of record as of September 1, 1994 is set forth in
the Bearings, Inc. 1994 Annual Report to shareholders on page
25, under the caption "Quarterly Operating Results and Market
Data", and such information is incorporated here by reference.

ITEM 6. SELECTED FINANCIAL DATA.
------------------------
The summary of selected financial data for each of
the last five years is set forth in the Bearings, Inc. 1994
Annual Report to shareholders in the table on pages 26 and 27
under the caption "10 Year Summary" and is incorporated here by
reference.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS.
------------------------------------
The "Management's Discussion and Analysis" is set
forth in the Bearings, Inc. 1994 Annual Report to shareholders
on pages 10 and 11 and is incorporated here by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
--------------------------------------------
The following consolidated financial statements and
supplementary data of Bearings, Inc. and subsidiaries for the
1994, 1993 and 1992 fiscal years and the independent auditors'
report listed below, which are included in the Bearings, Inc.
1994 Annual Report to shareholders at the pages indicated, are
incorporated here by reference and filed herewith:

CAPTION PAGE NO.
- - ------- --------

Financial Statements:

Statements of Consolidated
Income for the Years Ended
June 30, 1994, 1993 and 1992 12

Consolidated Balance Sheets
June 30, 1994 and 1993 13

Statements of Consolidated
Cash Flows for the Years Ended
June 30, 1994, 1993 and 1992 14

Statements of Consolidated
Shareholders' Equity for the
Years Ended June 30, 1994,
1993 and 1992 15

Notes to Consolidated
Financial Statements for the
Years Ended June 30, 1994, 1993
and 1992 16 - 22

Independent Auditors' Report 23

Supplementary Data:

Quarterly Operating Results and
Market Data 25

12
14

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE.
------------------------------------
Not applicable.

PART III.
---------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
---------------------------------------------------
The information required by this Item as to the
Directors is set forth in the Bearings, Inc. Proxy Statement
dated September 16, 1994 on pages 3 through 5 under the
caption "Election of Directors" and is incorporated here by
reference. The information required by this Item as to the
Executive Officers has been furnished in this Report on pages
10 and 11 in Part I, after Item 4, under the caption
"Executive Officers of the Registrant". The information
required by this Item as to Forms 3, 4 and 5 reporting
delinquencies is set forth in the Bearings, Inc. Proxy
Statement dated September 16, 1994 on page 18 under the
caption "Compliance with Section 16(a) of the Securities
Exchange Act of 1934" and is incorporated here by reference.

ITEM 11. EXECUTIVE COMPENSATION.
-----------------------
The information required by this Item is set forth in
the Bearings, Inc. Proxy Statement dated September 16, 1994,
under the captions "Summary Compensation" on pages 8 and 9,
"Aggregate Option/SAR Exercises and Fiscal Year-End Option
Value Table" on page 9, "Estimated Retirement Benefits Under
Supplemental Executive Retirement Benefits Plan" on page 10,
"Compensation of Directors" on page 14, "Deferred Compensation
Plan for Non-employee Directors" on page 15, "G. L. LaMore
Consulting Agreement" on page 16, "Deferred Compensation Plan"
on page 16, and "Severance Payment Agreements" on pages 16 and
17, and is incorporated here by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN
-----------------------------
BENEFICIAL OWNERS AND MANAGEMENT.
---------------------------------
(a) Information concerning the security ownership of
certain beneficial owners is set forth under the caption
"Security Ownership of Certain Beneficial Owners" on page 6 of
the Bearings, Inc. Proxy Statement dated September 16, 1994,
and is incorporated here by reference.

(b) Information concerning security ownership of
management is set forth under the caption "Security Ownership
of Management" on page 7 of the Bearings, Inc. Proxy
Statement dated September 16, 1994, and is incorporated here
by reference.

15
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
----------------------------------------------
Not applicable.

PART IV.
--------

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL
-----------------------------------------
STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
--------------------------------------------
(a)1. FINANCIAL STATEMENTS.
---------------------
The following consolidated financial statements of
the Company, notes thereto, the independent auditors' report
and supplemental data are included in the Bearings, Inc. 1994
Annual Report to shareholders on pages 12 through 23 and page
25, and are incorporated by reference in Item 8 of this
Report.

Caption
-------
Statements of Consolidated Income for the
Years Ended June 30, 1994, 1993 and 1992

Consolidated Balance Sheets
June 30, 1994 and 1993

Statements of Consolidated Cash Flows for
the Years Ended June 30, 1994, 1993 and 1992

Statements of Consolidated Shareholders'
Equity for the Years Ended June 30, 1994,
1993 and 1992

Notes to Consolidated Financial Statements
for the Years Ended June 30, 1994, 1993
and 1992

Independent Auditors' Report

Supplementary Data:
Quarterly Operating Results and Market Data

(a)2. FINANCIAL STATEMENT SCHEDULES.
------------------------------
The following Report and Schedules are included in
this Part IV, and are found in this Report at the pages
indicated:

Caption Page No.
------- --------

Independent Auditors' Report 20

14
16

Schedule V - Property, Plant
and Equipment 21

Schedule VI - Accumulated
Depreciation and Depletion of
Property, Plant and Equipment 22

Schedule VIII - Valuation and
Qualifying Accounts 23

Schedule IX - Short Term
Borrowings 24

All other schedules for which provision is made in
the applicable accounting regulation of the Securities and
Exchange Commission have been omitted because they are not
required under the related instructions, are not applicable,
or the required information is included in the financial
statements and notes thereto.

(a)3. EXHIBITS.
---------
* Asterisk indicates an executive compensation
plan or arrangement.

Exhibit
No. Description

------- -----------
3(a) Amended and Restated
Articles of Incorporation of
Bearings, Inc., an Ohio
corporation, filed with the
Ohio Secretary of State on
October 18, 1988 (filed as
Exhibit 4(a) to the Bearings,
Inc. Form 8-K dated October
21, 1988, SEC File No.
1-2299, and incorporated here
by reference).

3(b) Code of Regulations of
Bearings, Inc., an Ohio
corporation, adopted
September 6, 1988 (filed as
Exhibit 4(b) to the Bearings,
Inc. Form 8-K dated October
21, 1988, SEC File No.
1-2299, and incorporated here
by reference).

3(c) Certificate of Amendment of
Amended and Restated Articles
of Incorporation of Bearings,
Inc., an Ohio corporation,
filed with the Ohio
Secretary of State on
October 27, 1988 (filed as
Exhibit 4(c) to the Bearings,
Inc. Form 10-Q for the
quarter ended September 30,
1988, SEC File No. 1-2299,
and incorporated here by
reference).

15
17

3(d) Certificate of Amendment of
Amended and Restated Articles
of Incorporation of Bearings,
Inc. filed with the Ohio
Secretary of State on October
17, 1990 (filed as Exhibit
4(e) to the Bearings, Inc.
Form 10-Q for the quarter
ended September 30, 1990, SEC
File No. 1-2299, and
incorporated here by
reference).

4(a) Certificate of Merger of
Bearings, Inc. (Ohio) and
Bearings, Inc. (Delaware)
filed with the Ohio Secretary
of State on October 18, 1988
(filed as Exhibit 4 to the
Bearings, Inc. Annual Report
on Form 10-K for the fiscal
year ended June 30, 1989, SEC
File No. 1-2299, and
incorporated here by
reference).

4(b) $80,000,000 Maximum
Aggregate Principal Amount
Note Purchase and Private
Shelf Facility dated October
31, 1992 between Bearings,
Inc. and The Prudential
Insurance Company of America
(filed as Exhibit 4(f) to the
Bearings, Inc. Form 10-Q for
the quarter ended September
30, 1992, SEC File No.
1-2299, and incorporated here
by reference).

*10(a) Form of Executive Severance
Agreement between the Company and 7
executive officers (filed as Exhibit
10(b) to the Bearings, Inc. Annual
Report on Form 10-K for the fiscal
year ended June 30, 1989, SEC File
No. 1-2299, and incorporated here by
reference), together with schedule
pursuant to Instruction 2 of Item
601(a) of Regulation S-K identifying
the officers and setting forth the
material details in which the
agreements differ from the form of
agreement that is filed.

*10(b) Form of amendment dated January 17,
1991 amending the Executive
Severance Agreements filed as
Exhibit 10(b) to the Bearings, Inc.
Annual Report on Form 10-K for the
fiscal year ended June 30, 1989
(filed as Exhibit 19(a) to the
Bearings, Inc. Form 10-Q for the
quarter ended December 31, 1990, SEC
File No. 1-2299, and incorporated
here by reference). The amendment
is applicable to all executive
officers named in the schedule filed
as part of Exhibit 10(a) of this
Report and that schedule is
incorporated here by reference.

16
18

*10(c) A written description of the
Directors' compensation program is
found in the Bearings, Inc. Proxy
Statement dated September 16, 1994,
SEC File No. 1-2299, on pages 14 and
15 under the caption "Compensation
of Directors", and is incorporated
here by reference.

*10(d) Deferred Compensation Plan for
Non-employee Directors (filed as
Exhibit 19 to the Bearings, Inc.
Form 10-Q for the quarter ended
December 31, 1991, SEC File No. 1-
2299, and incorporated here by
reference).

*10(e) First Amendment to Deferred
Compensation Plan for Non-Employee
Directors effective July 1, 1993,
providing participants with
additional flexibility in electing
to defer receipt of compensation,
and in amending and terminating such
elections (filed as Exhibit 10(e) to
the Bearings, Inc. Form 10-K for the
fiscal year ended June 30, 1993, SEC
File No. 1-2299, and incorporated
here by reference).

*10(f) A written description of the Company's
Non-Contributory Life and Accidental
Death and Dismemberment Insurance
for executive officers.

*10(g) A written description of the
Company's Long-Term Disability
Insurance for executive officers.

*10(h) Form of Director and Officer
Indemnification Agreement entered
into between the Company and its
directors and its executive officers
(filed as Appendix A to the
Bearings, Inc. Proxy Statement dated
September 17, 1992, SEC File No.
1-2299, and incorporated here by
reference), together with a schedule
pursuant to Instruction 2 of Item
601(a) of Regulation S-K identifying
the directors and executive officers
executing such Agreements.

*10(i) Bearings, Inc. Supplemental
Executive Retirement Benefits Plan
(July 1, 1993 Restatement) presently
covering 7 executive officers of
Bearings, Inc. (as well as certain
retired executive officers) (filed
as Exhibit 10(j) to the Bearings,
Inc. Form 10-K for the fiscal year
ended June 30, 1993, SEC File No.
1-2299, and incorporated here by reference).

17
19

*10(j) First Amendment to Bearings, Inc.
Supplemental Executive Retirement
Benefits Plan (July 1, 1993
Restatement) (filed as Exhibit 10(a)
to the Bearings, Inc. Form 10-Q for
the quarter ended December 31, 1993,
SEC File No. 1-2299, and
incorporated here by reference).

*10(k) Bearings, Inc. Deferred Compensation
Plan (filed as Exhibit A to the
Bearings, Inc. Proxy Statement
dated September 16, 1993, SEC File
No. 1-2299, and incorporated here by
reference).

10(l) Stock Purchase Agreement between
Bearings, Inc. and MLS Industries,
Inc. dated June 12, 1990 (filed as
Exhibit 2 to the Bearings, Inc. Form
8-K dated July 12, 1990, SEC File
No. 1-2299, and incorporated here by
reference).

10(m) Amendment to Stock Purchase
Agreement and Related Guarantee and
Agreement among Bearings, Inc., MLS
Industries, Inc. and Emerson
Electric Co., dated as of June 29,
1990 (filed as Exhibit 2(a) to the
Bearings, Inc. Form 8-K dated July
12, 1990, SEC File No. 1-2299, and
incorporated here by reference).

*10(n) Bearings, Inc. 1990 Long-Term
Performance Plan adopted by
Shareholders on October 16, 1990
(filed as Exhibit 10(t) to the
Bearings, Inc. Form 10-K for the
fiscal year ended June 30, 1991, SEC
File No. 1-2299, and incorporated
here by reference).

*10(o) A written description of the
Company's Management Incentive Plan
applicable to key executives,
including the five most highly
compensated executive officers, is
found in the Bearings, Inc. Proxy
Statement dated September 16, 1994,
SEC File No. 1-2299, on pages 11 and
12, in the Report of the Executive
Organization & Compensation
Committee of the Board of Directors
on Executive Compensation, under the
subcaption "Management Incentive
Plan", and is incorporated here by
reference.

*10(p) Consulting Agreement effective
January 2, 1992 between the Company
and George L. LaMore, Director and
former Chairman & Chief Executive

20
Officer of the Company (filed
as Exhibit 28 to the Bearings,
Inc. Form 10-Q for the quarter
ended December 31, 1991, SEC
File No. 1-2299, and incorporated
here by reference).

11 Computation of Net Income
Per Share.

13 Bearings, Inc. 1994 Annual
Report to shareholders (not
deemed "filed" as part of
this Form 10-K except for
those portions that are
expressly incorporated by
reference).

21 Subsidiaries of Bearings,
Inc. -- This information is
set forth at "Item 1.
Business" on page 2 of this
Report and is incorporated
here by reference.

23 Independent Auditors' Consent.

27 Financial Data Schedule.

The Company will furnish a copy of any
exhibit described above and not contained
herein upon payment of a specified reasonable
fee which fee shall be limited to the
Company's reasonable expenses in furnishing
such exhibit.

(b) REPORTS ON FORM 8-K.
-------------------

None during the quarter ended June 30, 1994.

19
21

INDEPENDENT AUDITORS' REPORT

Shareholders and Board of Directors
Bearings, Inc.

We have audited the consolidated balance sheets of
Bearings, Inc. and its subsidiaries (the "Company") as of June
30, 1994 and 1993 and the related consolidated statements of
income, shareholders' equity, and cash flows for each of the
years in the three year period ended June 30, 1994 and have
issued our report thereon dated August 5, 1994; such
consolidated financial statements and report are included in
your 1994 Annual Report to shareholders and are incorporated
herein by reference. Our audits also included the
consolidated financial statement schedules of the Company,
listed in Item 14(a)2. These consolidated financial statement
schedules are the responsibility of the Company's management.
Our responsibility is to express an opinion based on our
audits. In our opinion, such consolidated financial statement
schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present
fairly in all material respects the information set forth
therein.

DELOITTE & TOUCHE LLP

Cleveland, Ohio
August 5, 1994

20
22

BEARINGS, INC. & SUBSIDIARIES
-----------------------------

PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED JUNE 30, 1994, 1993 AND 1992
(IN THOUSANDS)
- - ----------------------------------------------------------------------------------------------------------------------------------

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
-------- -------- -------- -------- ------- --------
BALANCE AT OTHER BALANCE
BEGINNING ADDITIONS CHANGES AT END
OF PERIOD AT COST RETIREMENTS ADD (DEDUCT) OF PERIOD
--------- ----------- ----------- ----------- ---------
YEAR ENDED JUNE 30, 1994:

Land $ 11,265 $ 760 ($ 383) $ 11,642

Buildings 52,001 3,628 ( 1,407) $ 667 (A) 54,889

Equipment 66,479 12,197 ( 13,623) 1,853 (A) 66,906
-------- ------- ------- ------ --------
Total $129,745 $16,585 ($15,413) $2,520 $133,437
======== ======= ======= ====== ========
YEAR ENDED JUNE 30, 1993:

Land $ 11,477 $ 73 ($ 285) 11,265

Buildings 49,522 4,231 ( 1,752) 52,001

Equipment 76,080 9,296 ( 18,897) 66,479
-------- ------- ------- --------
Total $137,079 $13,600 ($20,934) $129,745
======== ======= ======= ========
YEAR ENDED JUNE 30, 1992:

Land $ 10,476 $ 1,037 ($ 36) $ 11,477

Buildings 48,884 2,314 ( 1,708) $ 32 49,522

Equipment 69,813 17,093 (10,794) ( 32) 76,080
-------- ------- ------- ------ --------
Total $129,173 $20,444 ($12,538) $0 $137,079
======== ======= ======= == ========
<FN>
NOTE: For financial reporting purposes, depreciation is primarily computed on the straight-line method over the estimated useful
lives of the assets, not exceeding 30 years.

(A) Other changes for the year ended June 30, 1994 relate to the pooling of interests with Mainline Industrial Distributors,
Inc. and the adoption of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes".
- - ----------------------------------------------------------------------------------------------------------------------------------
SCHEDULE V

21
23

BEARINGS, INC. & SUBSIDIARIES
-----------------------------

ACCUMULATED DEPRECIATION AND DEPLETION OF PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED JUNE 30, 1994, 1993 AND 1992
(IN THOUSANDS)
- - ----------------------------------------------------------------------------------------------------------------------------------

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
-------- -------- -------- -------- -------- --------
ADDITIONS
BALANCE AT CHARGED TO OTHER BALANCE
BEGINNING COSTS AND CHARGES AT END
AT PERIOD EXPENSES RETIREMENTS ADD (DEDUCT) OF PERIOD
---------- ----------- ----------- ------------- ---------

YEAR ENDED JUNE 30, 1994:

Buildings $16,345 $ 2,456 ($ 636) $ 154 (A) $18,319

Equipment 33,350 11,130 ( 10,651) 1,170 (A) 34,999
------- ------- -------- ------ -------

Total $49,695 $13,586 ($11,287) $1,324 $53,318
======= ======= ======== ====== =======

YEAR ENDED JUNE 30, 1993:

Buildings $14,719 $ 2,260 ($ 634) $16,345

Equipment 39,759 10,506 (16,915) 33,350
------- ------- -------- -------

Total $54,478 $12,766 ($17,549) $49,695
======= ======= ======== =======

YEAR ENDED JUNE 30, 1992:

Buildings $13,442 $ 2,165 ($ 843) ($45) $14,719

Equipment 37,619 10,421 ( 8,326) 45 39,759
------- ------- -------- ----- -------

Total $51,061 $12,586 ($9,169) $0 $54,478
======= ======= ======== == =======

<FN>
(A) Other changes for the year ended June 30, 1994 relate to the pooling of interests with Mainline Industrial Distributors, Inc.
- - ----------------------------------------------------------------------------------------------------------------------------------
SCHEDULE VI

22
24

BEARINGS, INC. & SUBSIDIARIES
-----------------------------

VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JUNE 30, 1994, 1993 AND 1992
(IN THOUSANDS)
- - -------------------------------------------------------------------------------------------------------------

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- -------- -------- -------- --------
ADDITIONS
BALANCE AT CHARGED TO DEDUCTIONS BALANCE OF
BEGINNING COSTS AND FROM END OF
DESCRIPTION OF PERIOD EXPENSES RESERVE PERIOD
----------- --------- -------- --------- ----------

YEAR ENDED JUNE 30, 1994:
Reserve deducted from asset to
which it applies - allowance for
doubtful accounts $2,000 $1,418 $1,518 (A) $1,900

YEAR ENDED JUNE 30, 1993:
Reserve deducted from asset to
which it applies - allowance for
doubtful accounts $3,000 $2,190 $3,190 (A) $2,000

YEAR ENDED JUNE 30, 1992:
Reserve deducted from asset to
which it applies - allowance for
doubtful accounts $2,100 $2,496 $1,596 (A) $3,000

<FN>
(A) Amounts represent uncollectible accounts charged off.
- - -------------------------------------------------------------------------------------------------------------
SCHEDULE VIII

23
25

BEARINGS, INC. & SUBSIDIARIES
-----------------------------

SHORT-TERM BORROWINGS
FOR THE YEARS ENDED JUNE 30, 1994, 1993 AND 1992
(IN THOUSANDS)
- - ----------------------------------------------------------------------------------------------------------------------------------

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
-------- -------- -------- -------- -------- --------
MAXIMUM AVERAGE WEIGHTED
CATEGORY OF WEIGHTED AMOUNT AMOUNT AVERAGE
AGGREGATE BALANCE AVERAGE OUTSTANDING OUTSTANDING INTEREST RATE
SHORT-TERM AT END OF INTEREST DURING THE DURING THE DURING THE
BORROWINGS PERIOD RATE PERIOD PERIOD (A) PERIOD (A)
----------- ---------- --------- ------------ ------------- ---------

YEAR ENDED JUNE 30, 1994:
Notes payable
to banks $ 19,805 5.28% $ 38,415 $ 23,004 3.98%

YEAR ENDED JUNE 30, 1993:
Notes payable
to banks $ 22,678 3.90% $115,395 $ 62,794 3.98%

YEAR ENDED JUNE 30, 1992:
Notes payable
to banks $110,000 4.50% $132,037 $117,612 5.60%
<FN>
NOTE: Notes payable to banks represent unsecured borrowings under line of credit arrangements, which the Company
renews annually. The notes bear interest at various interest rate options not in excess of the banks' prime
rate at interest determination dates.

(A) Average amounts outstanding and weighted average interest rates during the periods were computed based upon daily
balances outstanding.
- - ----------------------------------------------------------------------------------------------------------------------------------
SCHEDULE IX

24
26

SIGNATURES

Pursuant to the requirements of Section 13 of the Securities and Exchange Act of 1934, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

BEARINGS, INC.

/s/ John C. Dannemiller /s/ John C. Robinson
------------------------------ --------------------------------
John C. Dannemiller, Chairman John C. Robinson, President
& Chief Executive Officer & Chief Operating Officer

/s/ John R. Whitten /s/ Mark O. Eisele
------------------------------ --------------------------------
John R. Whitten Mark O. Eisele
Vice President-Finance Controller
& Treasurer (Principal Accounting
(Principal Financial Officer) Officer)

Date: September 26, 1994

Pursuant to the requirements of the Security Exchange Act of 1934, this Report has been signed below
by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

/s/ William G. Bares /s/ William E. Butler
------------------------------ --------------------------------
William G. Bares, Director William E. Butler, Director

/s/ John C. Dannemiller /s/ Russel B. Every
------------------------------ --------------------------------
John C. Dannemiller Russel B. Every, Director
Chairman, Chief Executive
Officer and Director

/s/ Russell R. Gifford /s/ L. Thomas Hiltz
------------------------------ -------------------------------
Russell R. Gifford, Director L. Thomas Hiltz, Director

/s/ John J. Kahl /s/ George L. LaMore
------------------------------ -------------------------------
John J. Kahl, Director George L. LaMore, Director

/s/ John C. Robinson /s/ Dr. Jerry Sue Thornton
------------------------------ -------------------------------
John C. Robinson, President, Dr. Jerry Sue Thornton, Director
Chief Operating Officer and
Director

______________________________
William G. Bares, as attorney
in fact for persons indicated by "*"

Date: September 26, 1994

BEARINGS, INC.

EXHIBIT INDEX
TO FORM 10-K FOR THE YEAR ENDED JUNE 30, 1994

Exhibit
No. Description Reference
- - -------- ----------- ---------

3(a) Amended and Restated Articles of
Incorporation of Bearings, Inc., an
Ohio corporation, filed with the Ohio
Secretary of State on October 18, 1988. Note (a)

3(b) Code of Regulations of Bearings, Inc.,
an Ohio corporation, adopted
September 6, 1988. Note (a)

3(c) Certificate of Amendment of Amended and
Restated Articles of Incorporation of
Bearings, Inc., an Ohio corporation,
filed with the Ohio Secretary of State
on October 27, 1988. Note (b)

3(d) Certificate of Amendment of Amended and
Restated Articles of Incorporation of
Bearings, Inc., filed with the Ohio
Secretary of State on October 17, 1990. Note (c)

4(a) Certificate of Merger of Bearings, Inc.
(Ohio) and Bearings, Inc. (Delaware)
filed with the Ohio Secretary of State
on October 18, 1988. Note (d)

4(b) $80,000,000 Maximum Aggregate Principal
Amount Note Purchase and Private Shelf
Facility dated October 31, 1992 between
Bearings, Inc. and The Prudential
Insurance Company of America. Note (e)

10(a) Form of Executive Severance Agreement
between the Company and 7 executive
officers. Note (d)

Schedule pursuant to Instruction 2 of
Item 601(a) of Regulation S-K identifying
the officers and setting forth material
details in which the agreements differ
from the form of agreement filed. Attached

10(b) Form of amendment amending the Executive
Severance Agreements referenced in
Exhibit 10(a) hereto. Note (f)
28
10(c) A written description of the Directors'
compensation program. Note (g)

10(d) Deferred Compensation Plan for Non-
employee Directors. Note (h)

10(e) First Amendment to Deferred Compensation
Plan for Non-employee Directors effective
July 1, 1993. Note (i)

10(f) A written description of the Company's
Non-Contributory Life and Accidental
Death and Dismemberment Insurance for
executive officers. Attached

10(g) A written description of the Company's
Long-Term Disability Insurance for
executive officers. Attached

10(h) Form of Director and Officer Indemnifi-
cation Agreement entered into between
the Company and its directors and
executive officers. Note (j)

Schedule pursuant to Instruction 2 of
Item 601(a) of Regulation S-K identifying
the directors and executive officers
executing such agreements. Attached

10(i) Bearings, Inc. Supplemental Executive
Retirement Benefits Plan (July 1, 1993
Restatement) presently covering 7
executive officers of Bearings, Inc. Note (i)

10(j) First Amendment to Bearings, Inc.
Supplemental Executive Retirement
Benefits Plan (July 1, 1993 Restatement). Note (k)

10(k) Bearings, Inc. Deferred Compensation
Plan. Note (l)

10(l) Stock Purchase Agreement between Bearings,
Inc. and MLS Industries, Inc. dated
June 12, 1990. Note (m)

10(m) Amendment to Stock Purchase Agreement
and Related Guarantee and Agreement among
Bearings, Inc., MLS Industries, Inc. and
Emerson Electric Co., dated as of June 29,
1990. Note (m)

10(n) Bearings, Inc. 1990 Long-Term Performance
Plan adopted by Shareholders on
October 16, 1990. Note (n)
29
10(o) A written description of the Company's
Management Incentive Plan applicable to
key executives of the Company, including
the five most highly compensated executive
officers. Note (o)

10(p) Consulting Agreement effective January 2,
1992 between the Company and George L.
LaMore, Director and former Chairman &
Chief Executive Officer of the Company. Note (h)

11 Computation of Net Income Per Share. Attached

13 Bearings, Inc. 1994 Annual Report to
shareholders. Attached

21 Subsidiaries of Bearings, Inc.--This
information is set forth at "Item 1.
Business" on page 2 of this Report.

23 Independent Auditors' Consent. Attached

27 Financial Data Schedule. Attached

Notes: (a) Incorporated by reference from the Company's Report on Form 8-K
dated October 21, 1988, SEC File No. 1-2299.

(b) Incorporated by reference from the Company's Report on Form 10-Q
for the quarter ended September 30, 1988, SEC File No. 1-2299.

(c) Incorporated by reference from the Company's Report on Form 10-Q
for the quarter ended September 30, 1990, SEC File No. 1-2299.

(d) Incorporated by reference from the Company's Report on Form 10-K
for the fiscal year ended June 30, 1989, SEC File No. 1-2299.

(e) Incorporated by reference from the Company's Report on Form 10-Q
for the quarter ended September 30, 1992, SEC File No. 1-2299.

(f) Incorporated by reference from the Company's Report on Form 10-Q
for the quarter ended December 31, 1990, SEC File No. 1-2299.
30
(g) Incorporated by reference from the Company's Proxy Statement dated
September 16, 1994, SEC File No. 1-2299, on pages 14 and 15 under
the caption "Compensation of Directors".

(h) Incorporated by reference from the Company's Report on Form 10-Q for
the quarter ended December 31, 1991, SEC File No. 1-2299.

(i) Incorporated by reference from the Company's Report on Form 10-K for
the fiscal year ended June 30, 1993, SEC File No. 1-2299.

(j) Incorporated by reference from the Company's Proxy Statement dated
September 17, 1992, SEC File No. 1-2299, at Appendix A.

(k) Incorporated by reference from the Company's Report on Form 10-Q for
the quarter ended December 31, 1993, SEC File No. 1-2299.

(l) Incorporated by reference from the Company's Proxy Statement dated
September 16, 1993, SEC File No. 1-2299, at Exhibit A.

(m) Incorporated by reference from the Company's Report on Form 8-K dated
July 12, 1990, SEC File No. 1-2299.

(n) Incorporated by reference from the Company's Report on Form 10-K for
the fiscal year ended June 30, 1991, SEC File No. 1-2299.

(o) Incorporated by reference from the Company's Proxy Statement dated
September 16, 1994, SEC File No. 1-2299, on pages 11 and 12 in the
Report of the Executive Organization & Compensation Committee of the
Board of Directors on Executive Compensation, under the subcaption
"Management Incentive Plan".