As filed with the Securities and Exchange Commission on April 29,
1994
                                     Registration No. 33-________
                                                                

                            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, Ohio44115   
            (Address of Principal Executive Offices)(Zip Code)

                         BEARINGS, INC.
                   Deferred Compensation Plan
                    (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

                                                                

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)
                                                                
Common Stock   200,000    $32.75       $6,550,000     $2,258.62
without par 
value 


(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.
<PAGE>
                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

          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

          Not applicable.


Item 5.  Interests of Named Experts and Counsel

          Not applicable.


Item 6.  Indemnification of Directors and Officers
          
          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 Company
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 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 may 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

          Not applicable.

Item 8.  Exhibits

          (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 Bearings, 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).

          (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)      Bearings, Inc. Deferred Compensation Plan.
  
Item 9.  Undertakings

          (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 by means of a
                post-effective amendment any of the securities
                being registered that remain unsold at the
                termination of the offering.

          (b)  The Company 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 by 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.


  
<PAGE>
                           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


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

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

<PAGE>
                          EXHIBIT INDEX
                                                  Page in  
                                               Registration
                                                  Statement

(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 Bearings, 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. (Delware) filed 
          with the Ohio Secretary of State on October 18, 1988.

(4)(e)    Certificate of Amendment of Amended and      *
          Restated Articles of Incorporation of B
          earings, 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  securities registered.

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

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

(99)      Bearings, Inc. Deferred Compensation Plan.   12


__
* Incorporated herein by reference; See Item 8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15850}]
{"company-data": {"conformed-name": "BEARINGS INC /OH/", "cik": "0000109563", "assigned-sic": "5080", "irs-number": "340117420", "state-of-incorporation": "OH", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53401", "film-number": "94525481"}, "business-address": {"street1": "3600 EUCLID AVE", "city": "CLEVELAND", "state": "OH", "zip": "44115", "phone": "2168812838"}, "mail-address": {"street1": "3600 EUCLID AVE", "city": "CLEVELAND", "state": "OH", "zip": "44115"}, "former-company": {"former-conformed-name": "BROWN JIM STORES INC", "date-changed": "19600201"}}
As filed with the Securities and Exchange Commission on April 29,
1994
                                     Registration No. 33-________
                                                                

                            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, Ohio44115   
            (Address of Principal Executive Offices)(Zip Code)

                         BEARINGS, INC.
                   Deferred Compensation Plan
                    (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

                                                                

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)
                                                                
Common Stock   200,000    $32.75       $6,550,000     $2,258.62
without par 
value 

(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

          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

          Not applicable.

Item 5.  Interests of Named Experts and Counsel

          Not applicable.

Item 6.  Indemnification of Directors and Officers
          
          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 Company
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 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 may 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

          Not applicable.

Item 8.  Exhibits

          (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 Bearings, 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).

          (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)      Bearings, Inc. Deferred Compensation Plan.
  
Item 9.  Undertakings

          (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 by means of a
                post-effective amendment any of the securities
                being registered that remain unsold at the
                termination of the offering.

          (b)  The Company 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 by 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.
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

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

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
EXHIBIT INDEX
                                                  Page in  
                                               Registration
                                                  Statement

(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 Bearings, 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. (Delware) filed 
          with the Ohio Secretary of State on October 18, 1988.

(4)(e)    Certificate of Amendment of Amended and      *
          Restated Articles of Incorporation of B
          earings, 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  securities registered.

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

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

(99)      Bearings, Inc. Deferred Compensation Plan.   12

__
* Incorporated herein by reference; See Item 8