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As filed with the Securities and Exchange Commission on April 29, 1994

Registration No. 33-
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FORM S-8

SECURITIES AND EXCHANGE COMMISSION

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BEARINGS, INC.
(Exact name of issuer 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)

BEARINGS, INC.
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)

Robert C. Stinson
Vice President-General Counsel and Secretary
3600 Euclid Avenue
Cleveland, Ohio 44115
(Name and address of agent for service)

(216) 881-8900
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

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Title of Proposed Maximum
Securities Amount maximum aggregate Amount of
to be to be offering offering registration
registered registered price per share (1) price (1) fee (2)
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Common Stock 100.000 $32.75 $3,275,000 $1,129.31
without par value
<FN>
(1) Based on the average of high and low prices of securities
of the same class as reported on the composite tape for
securities listed on the New York Stock Exchange on
April 22, 1994.

(2) Computed in accordance with Rule 457(h) under the
Securities Act of 1933.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference
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Bearings, Inc. (the "Company") incorporates by reference into this
registration statement the Following documents:

(a) The Company's Annual Report on Form 10-K for the year ended
June 30, 1993.

(b)(1) The Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1993.

(b)(2) The Company's Quarterly Report on Form 10-Q for the period
ended December 31, 1993.

(c) The description of the Company's Common Stock, without par
value, contained in the Company's Registration Statement on
Form 8-B dated October 18, 1988.

All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), prior to the filing of a post-effective amendment that
indicates all securities offered have been sold, or that deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing of such documents.

Item 4. Description of Securities
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Not applicable.

Item 5. Interests of Named Experts and Counsel
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Not applicable.

Item 6. Indemnification of Directors and Officers
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Pursuant to Section 1701.13(E) of the Ohio Revised Code, the Company
will indemnify any director or officer and any former director or officer of
the Company, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him or her by
reason of the fact that he or she is or was such a director or officer, in
connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, to the
full extent permitted by applicable law.

Section 29 of the Code of Regulations of the Companv provides that the
Company shall indemnify any person who is or was a director or officer of the
Company or who is serving at the request of the Company as a director, officer
or trustee of another

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enterprise (and his heirs, executors and administrators) against expenses
(including attorneys' fees, judgments, fines and amounts paid in settlement)
actually and reasonably incurred by him or her by reason of the fact that he or
she was such director, officer or trustee in connection with any threatened,
pending or contemplated action, suit or proceeding, whether civil, criminal,
administrative or investigative to the full extent and according to the
procedures and requirements in the Ohio Revised Code as the same may be in
effect from time to time.

The Company has purchased insurance policies indemnifying its officers
and directors and the officers and directors of its subsidiaries against claims
and liabilities (with stated exceptions) to which they mav become subject by
reason of their positions with the Company as officers and directors.

The Company has also entered into agreements with its directors and
certain of its officers which indemnify them against claims and liabilities to
which they may become subject by reason of their position with the Company.

Item 7. Exemption from Registration Claimed
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Not applicable.

Item 8. Exhibits
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(4)(a) Amended and Restated Articles of Incorporation of Bearings,
Inc. filed with the Ohio Secretary of State on October 18,
1988 (reference is made to Exhibit (4)(a) to the Bearings,
Inc. Form 8-K dated October 21, 1988, SEC File No. 1-2299,
which exhibit is incorporated herein by reference).

(4)(b) Code of Regulations of Bearings, Inc. adopted September 6,
1988 (reference is made to Exhibit (4)(b) to the Bearings,
Inc. Form 8-K dated October 21, 1988. SEC File No. 1-2299,
which exhibit is incorporated herein by reference).

(4)(c) Certificate of Amendment of Amended and Restated Articles of
Incoporation of Bearings, Inc. filed with the Ohio
Secretary of State on October 27, 1988 (reference is made to
Exhibit (4)(c) to the Bearings, Inc. Form 10-Q for the
Quarter ended September 30, 1988, SEC File No. 1-2299, which
exhibit is incorporated herein by reference).

(4)(d) Certificate of Merger of Bearings, Inc. (Ohio) and Bearing,
Inc. (Delaware) filed with the Ohio Secretary of State
on October 18, 1988 (reference is made to 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, which exhibit is
incorporated herein by reference).

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

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(4)(f) $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 (reference is made to Exhibit (4)(f) to the Bearings,
Inc. Form 10-Q for the quarter ended September 30, 1992, SEC
File No. 1-2299, which exhibit is incorporated herein by
reference).

(5) Opinion of Squire, Sanders & Dempsey as to the legality of
the securities registered.

(23)(a) Consent of Deloitte & Touche.

(23)(b) Consent of Squire, Sanders & Dempsey.

(99)(a) Bearings, Inc. Deferred Compensation Plan for Non-Emplovee
Directors.

(99)(b) First Amendment to the Bearings, Inc. Deferred Compensation
Plan for Non-Employee Directors.

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Item 9. Undertakings
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(a) The Company hereby undertakes:

(1) To file, during any period in which offers and sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof; and

(3) To remove from registration bv means of a post-effective
amendment any of the securities being registered that remain
unsold at the termination of the offering.

(b) The Companv hereby undertakes that, for purposes of determining
any liability under the Act, each filing of its annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the Company,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled bv controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, State of Ohio, on the 28th day of
April, 1994.

BEARINGS, INC.

John C. Dannemiller
Chairman of the Board and
Chief Executive Officer

John R. Whitten
Vice President-Finance and
Treasurer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
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John C. Dannemiller Chairman of the Board, April 28, 1994
Chief Executive Officer
and Director

John C. Robinson President, Chief Operating April 28, 1994
Officer and Director

John R. Whitten Vice President-Finance and April 28, 1994
Treasurer (Principal Financial
Officer)

Mark O. Eisele Controller (Principal April 28, 1994
Accounting Officer)

William G. Bares Director April 28, 1994

William E. Butler Director April 28, 1994

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Russel B. Every Director April 28, 1994
Russell R. Gifford Director April 28, 1994
L. Thomas Hiltz Director April 28, 1994
John J. Kahl Director April 28, 1994
George L. LaMore Director April 28, 1994
Jerry Sue Owens Director April 28, 1994

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EXHIBIT INDEX
Page in
Registration
Statement
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(4)(a) Amended and Restated Articles of Incorporation of *
Bearings, Inc. filed with the Ohio Secretary of State
on October 18, 1988.

(4)(b) Code of Regulations of Bearing, Inc. adopted September *
6, 1988.

(4)(c) Certificate of Amendment of Amended and Restated *
Articles of Incoporation of Bearings, Inc. filed with
the Ohio Secretary of State on October 27, 1988.

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

(4)(e) Certificate of Amendment of Amended and Restated *
Articles of Incorporation of Bearings, Inc. filed with
the Ohio Secretary of State on October 17, 1990.

(4)(f) $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.

(5) Opinion of Squire, Sanders & Dempsey as to the legality of the 10
securities registered.

(23)(a) Consent of Deloitte & Touche. 11

(23)(b) Consent of Squire, Sanders & Dempsey (contained in Exhibit 5).

(99)(a) Bearings, Inc. Deferred Compensation Plan for 12
Non-Employee Directors.

(99)(b) First Amendment to the Bearings, Inc. Deferred 18
Compensation Plan for Non-Employee Directors.

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* Incorporated herein by reference; See Item 8

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