Registration No. ________
                                                                              
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                       
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    Under
                          The Securities Act of 1933
                                       
                        PREMIER INDUSTRIAL CORPORATION
            (Exact Name of Registrant as Specified in its Charter)



                                     OHIO
                         (State or Other Jurisdiction
                      of Incorporation or Organization)

                                  34-0661122
                     (I.R.S. Employer Identification No.)


       4500 Euclid Avenue, P.O. Box 94884, Cleveland, Ohio  44101-4884
         (Address of Principal Executive Offices Including Zip Code)
                                       

                        PREMIER INDUSTRIAL CORPORATION
                          DIRECTOR STOCK OPTION PLAN
                           (Full Title of the Plan)
                                       

                Howard P. Frank, Vice President and Secretary
                        Premier Industrial Corporation
       4500 Euclid Avenue, P.O. Box 94884, Cleveland, Ohio  44101-4884   
                   (Name and Address of Agent For Service)
                                (216) 391-8300
        (Telephone Number, Including Area Code, of Agent For Service)
                                       


                        CALCULATION OF REGISTRATION FEE

Title of                       Proposed Maxi  Proposed Maxi-               
Securities     Amount          mum Offering   mum Aggregate     Amount of
to be          to be           Price Per      Offering          Registration 
Registered     Registered (1)  Share (2)      Price (2)         Fee

Common Stock,  
Without
Par Value      100,000 shares  $24.00        $2,400,000        $827.59


(1)  Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities 
Act"), this Registration Statement also covers such additional Common Stock, 
Without Par Value (the "Common Stock"), as may become issuable pursuant to 
the anti-dilution provisions of the Premier Industrial Corporation Director 
Stock Option Plan.

(2)  Estimated solely for calculating the amount of the registration fee, 
pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and 
Regulations under the Securities Act, on the basis of the average of the 
highand low sale prices of such securities on the New York Stock Exchange 
on October 27, 1995, within five business days prior to filing.




                       Exhibit Index Appears on Page    7<PAGE>
    

                        Part II


Item 3.  Incorporation of Documents by Reference

         The following documents previously filed by Premier Industrial 
Corporation (the "Registrant") with the Securities and Exchange Commission 
(the "Commission") are incorporated herein by reference:  (1) the 
Registrant's Annual Report on Form 10-K pursuant to the Securities Exchange 
Act of 1934 (the "Exchange Act") for the fiscal year ended May 31, 1995 
(the "Form 10-K"), (2) Registrant's Quarterly Report on Form 10-Q filed for 
the quarter ended August 31, 1995, and (3) the description of the Common 
Stock contained in the Registrant's Registration Statement on Form 8-A 
filed October 19, 1988, and any and all amendments and reports thereafter 
filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing 
of a post-effective amendment which indicates that all securities offered 
have been sold or which de-registers all securities then remaining unsold 
shall be deemed to be incorporated herein by reference and to be a part 
hereof from the date of filing such documents.

Item 4.  Description of Securities

         Not applicable.  (Class of securities to be offered is registered 
under Section 12 of the Exchange Act.)

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         Division (E)(1) of Section 1701.13 of the Ohio Revised Code (the 
"Ohio Code") empowers a corporation to indemnify any person who was or is 
a party or is threatened to be made a party to any threatened, pending or 
completed action, suit or proceeding, whether civil, criminal, administrative 
or investigative (other than an action by or in the right of the corporation) 
by reason of the fact that he is or was a director, officer, employee or 
agent of the corporation or is or was serving at the request of the 
corporation as a director, trustee, officer, employee or agent of another 
corporation (non-profit or for profit), partnership, joint venture, trust 
or other enterprise, against expenses (including attorneys' fees), judgments, 
fines and amounts paid in settlement actually and reasonably incurred by him 
in connection with such action, suit or proceeding if he acted in good faith 
and in a manner he reasonably believed to be in or not opposed to the best 
interests of the corporation and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe his conduct was unlawful.

         Division (E)(2) of Section 1701.13 of the Ohio Code authorizes a 
corporation to provide similar indemnification to any of the same persons 
who was or is a party or is threatened to be made a party to any threatened, 
pending or completed action or suit by or in the right of the corporation 
to procure a judgment in the corporation's favor by reason of the fact that 
such person acted in any of the capacities set forth above, if he met the 
same standard of conduct, except that no indemnification may be made in 
respect of any of the following:  (i) any claim, issue or matter as to 
which such person is adjudged to be liable for negligence or misconduct in 
the performance of his duty to the corporation unless and only to the extent 
that certain courts determine that, despite the adjudication of liability, 
such person is fairly and reasonably entitled to indemnity for such expenses 
as such court deems proper; or (ii) any action or suit in which the only 
liability asserted against a director involves certain impermissible 
dividends or distributions to shareholders, purchases or redemptions of 
shares of the corporation, or non-ordinary course loans to officers, 
directors or shareholders.

         Section 1701.13 of the Ohio Code provides that, to the extent a 
director, officer, employee or agent of a corporation has been successful 
on the merits or otherwise in the defense of any action, suit or proceeding 
referred to in subsections (E)(1) or (2) or in the defense of any claim, 
issue or matter therein, he shall be indemnified against expenses (including 
attorneys' fees) actually and reasonably incurred by him in connection 
therewith.  Otherwise, any indemnification under divisions (E)(1) or (2) 
of Section 1701.13 shall be made by a corporation only as authorized in the 
specific case upon a determination (made by a majority vote of a quorum of 
disinterested directors, by shareholders, by a court of common pleas or the 
court in which the action, suit or proceeding was brought or, in certain 
circumstances, through the written opinion of independent legal counsel) 
that indemnification of the director, officer, employee or agent is proper 
in the circumstances because he has met the applicable standard of conduct.

         Division (E)(5)(b) of Section 1701.13 provides that expenses 
(including attorneys' fees) incurred by a director, officer, employee or 
agent in defending any action, suit or proceeding referred to in such 
Section may be paid by the corporation as they are incurred, in advance of 
the final disposition of such action, suit or proceeding as authorized by 
the directors in the specific case, upon receipt of an undertaking by or 
on behalf of such director, officer, employee or agent to repay such amount 
if it ultimately is determined that he is not entitled to be indemnified 
by the corporation.  Under division (E)(5)(a) of Section 1701.13 of the 
Ohio Code, such advancement of expenses is mandatory with respect to a 
director, provided that the director provides an undertaking of repayment 
and cooperation as described therein, unless the only liability asserted 
involves certain impermissible dividends, distributions, repurchases and 
loans or unless a corporation's articles or regulations (unlike those of 
the Registrant) expressly make this provision inapplicable.

         Pursuant to Section 1701.13(E) of the Ohio Code, the indemnification 
thereby authorized shall not be exclusive of any other rights to which the 
person seeking indemnification or advancement of expenses may be entitled 
under the corporation's articles or regulations, or any agreement, vote of 
shareholders or disinterested directors or otherwise, both as to action in 
his official capacity and as to action in another capacity while holding 
such office, and it shall continue as to a person who has ceased to be a 
director, officer, employee or agent.  Such Section further provides that a 
corporation is empowered to purchase and maintain insurance or furnish 
similar protection for any director, officer, employee or agent against any 
liability asserted against him and incurred by him in any capacity described 
above, or arising out of his status as such, whether or not the corporation 
would have the power to indemnify him against such liability under Section 
1701.13.

         Section 6.01 of the Regulations of the Registrant provides, in 
substance, for indemnification by the Registrant of its directors, officers 
and employees to the fullest extent then permitted by Ohio law.  In 
addition, Section 6.01 of such Regulations states that the Registrant may, 
to the full extent then permitted by law and authorized by the Directors, 
purchase and maintain insurance on behalf of any persons described in such 
section against liabilities asserted against and incurred by any such 
person in any such capacity, or arising out of his status as such, whether 
or not the Registrant would have the power to indemnify such person against 
such liability.  The Registrant has purchased insurance which covers its 
directors and officers against certain liabilities, including certain 
liabilities under the securities laws, which might be asserted against and 
incurred by them in such capacities and insures the Registrant for amounts 
which may be required to be paid to indemnify such directors and officers, 
in each case in accordance with the limits of such insurance policy.
     
Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The following Exhibits are being filed as part of this Registration 
Statement:

         4      Premier Industrial Corporation Director Stock Option Plan.

         5      Opinion of Counsel of Jones, Day, Reavis & Pogue.

        23(a)   Consent of Independent Auditors, KPMG Peat Marwick LLP.

        23(b)   Consent of Counsel (included in Exhibit 5).

Item 9.  Undertakings

         (a)  The undersigned Registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales 
                   are being made, a post-effective amendment to this 
                   Registration Statement:

                   (i)   To include any prospectus required by Section 
                         10(a)(3) of the Securities Act;

                   (ii)  To reflect in the prospectus any facts or events 
                         arising after the effective date of the Registration 
                         Statement (or the most recent post-effective 
                         amendment thereof) which, individually or in the 
                         aggregate, represent a fundamental change in the 
                         information set forth in the Registration Statement; 
                         
                   (iii) To include any material information with respect 
                         to the plan of distribution not previously disclosed 
                         in the Registration Statement or any material change 
                         to such information in the Registration Statement.

              provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 
              not apply if the information required to be included in a 
              post-effective amendment by those paragraphs is contained in 
              periodic reports filed by the Registrant pursuant to Section 13 
              or Section 15(d) of the Exchange Act that are incorporated by 
              reference in the Registration Statement.

              (2)  That, for the purpose of determining any liability under 
                   the Securities 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.

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

         (b)  The undersigned Registrant hereby undertakes that, for 
              purposes of determining any liability under the Securities 
              Act, each filing of the Registrant's annual report pursuant 
              to Section 13(a) or Section 15(d) of the Exchange Act (and, 
              where applicable, each filing of an employee benefit plan's 
              annual report pursuant to Section 15(d) of the Exchange Act) 
              that is incorporated by reference in the 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.

         (c)  Insofar as indemnification for liabilities arising under the 
              Securities Act may be permitted to directors, officers and 
              controlling persons of the Registrant pursuant to the 
              foregoing provisions, or otherwise, the Registrant has been 
              advised that in the opinion of the 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 Registrant of expenses incurred or 
              paid by a director, officer or controlling person of the 
              Registrant 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 Registrant 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 of 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 
November 2, 1995.

                                   PREMIER INDUSTRIAL CORPORATION



                                   By:  /s/Philip S. Sims
                                          Philip S. Sims
                                          Vice Chairman of the Board


     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


/s/Morton L. Mandel                
Morton L. Mandel     Chairman of the Board and Director   November 2, 1995 
                     (Principal Executive Officer)



/s/Jack N. Mandel                     
Jack N. Mandel       Finance Committee Chairman and       November 2, 1995
                     Director



/s/Joseph C. Mandel          
Joseph C. Mandel     Executive Committee Chairman and     November 2, 1995
                     Director



/s/Philip S. Sims
Philip S. Sims       Vice Chairman of the Board and       November 2, 1995
                     Director (Principal Financial and
                     Accounting Officer)


/s/Edward B. Brandon
Edward B. Brandon    Director                             November 2, 1995


/s/Hugh Calkins
Hugh Calkins         Director                             November 2, 1995


                                                                              
John C. Colman       Director                             November _, 1995


/s/Scott S. Cowen                                                          
Scott S. Cowen       Director                             November 2, 1995


/s/William M. Hamilton
William M. Hamilton  Director                             November 2, 1995
                                                                 

/s/Bruce W. Johnson
Bruce W. Johnson     Director                             November 2, 1995



<PAGE>
                                EXHIBIT INDEX





                                                                Pagination
                                                                by
                                                                sequential
Exhibit                   Exhibit                               numbering
Number                    Description                           system


4             Premier Industrial Corporation Director Stock         8
              Option Plan.            

5             Opinion of Counsel of Jones, Day, Reavis &           12
              Pogue.                        
                                      
23(a)         Consent of Independent Auditors, KPMG Peat           13
              Marwick LLP.        

23(b)         Consent of Counsel (included in Exhibit 5).          12     


<PAGE>
                                                           Exhibit 4

                       PREMIER INDUSTRIAL CORPORATION

                         DIRECTOR STOCK OPTION PLAN



1.    Purpose

The purpose of this Director Stock Option Plan (the "Plan") is to enhance 
the long-term success of Premier Industrial Corporation (the "Company") by 
providing an additional means to attract and retain able persons who are 
not employees to serve on the Board of Directors of the Company (the 
"Board") and by promoting the mutuality of interests between such directors 
and shareholders through ownership of the Common Stock of the Company, 
without par value ("Common Stock").

2.    Eligibility

Each person who, as of any applicable date, is a member of the Board and is 
not an officer or employee of the Company or any of its subsidiaries and has 
not received any stock option grant under the 1973 Stock Option Plan for 
Management Employees, as amended, for at least one year preceding such date 
(each such person, but now and hereafter excluding Jack N., Joseph C. and 
Morton L. Mandel, being referred to herein as an "Eligible Director") shall 
be eligible to receive grants under the Plan of options covering shares of 
Common Stock ("Stock Options").  If an Eligible Director subsequently 
becomes an employee of the Company while remaining a member of the Board, 
then such person's eligibility for any future grants hereunder shall 
thereupon cease, but any Stock Options held under the Plan by such 
individual at the time of such commencement of employment shall not be 
affected thereby.

3.    Shares Subject to the Plan

(a)   General.  Subject to adjustment as provided in Section 3(b) hereof, 
the total number of shares of Common Stock available for grant and reserved 
for issuance under the Plan while it is in effect shall not exceed 100,000.  
Such shares may be treasury shares or newly issued shares or a combination 
thereof, as may be determined from time to time by the Board or the Plan 
Committee (as defined in Section 7(a) hereof) or their designee.  Shares 
of Common Stock related to the unexercised or undistributed portion of any 
terminated, expired, surrendered or forfeited Stock Option granted hereunder 
shall be made available in connection with future Stock Option grants 
hereunder.

(b)   Adjustments.  In the event of (i) any stock dividend, stock split, 
reverse stock split, combination of shares, recapitalization, stock rights 
offering or other change in the capital structure of the Company, or 
(ii) any merger, consolidation, separation, reorganization or partial or 
complete liquidation, or (iii) any other corporate transaction or event 
having an effect similar to any of the foregoing, the Board or the Plan 
Committee shall make or provide for such adjustments in the number and kind 
of shares of Common Stock or other securities authorized by and reserved 
for issuance under the Plan and the number, kind and option price of shares 
of Common Stock or other securities subject to outstanding Stock Options, 
but not the number of shares subject to grants to Eligible Directors as 
provided in Section 4 hereof, as the Board or Plan Committee, in its 
discretion exercised in good faith, determines is equitably required to 
preserve the economic value of the shares subject to the Plan and to 
prevent dilution or enlargement of the rights of Optionees with respect 
to unexercised Stock Options; provided, however, that the number of shares 
subject to any Stock Option shall at all times be a whole number and that, 
as necessary to achieve that result, share amounts shall be rounded down to
the nearest whole number. 

4.    Stock Option Grants

(a)   Annual Grants.  On November 1 of each year following the effective 
date of the Plan, each person who then is an Eligible Director (regardless 
of whether newly elected, re-elected or retained as a Director at the most 
recent preceding Annual Meeting of Shareholders of the Company) shall 
automatically be granted a Stock Option to purchase 1,500 shares of Common
Stock as of such date.  Each such grant shall be evidenced by a notice 
thereof by the Company to each Eligible Director.

(b)   Available Shares.  In the event that the number of shares of Common 
Stock available for future grant under the Plan is insufficient to make all 
automatic grants required to be made on a given date, then all Eligible 
Directors entitled to a grant on such date shall share ratably in the 
number of Stock Options on shares available for grant under the Plan.

5.    Terms of Stock Options

Stock Options granted under the Plan shall be subject to the following 
additional terms and conditions:

(a)   Option Price.  The option price per share of Common Stock covered 
by a Stock Option shall be the fair market value of the Common Stock as of 
the date of grant, determined based on the closing price of Common Stock 
on the New York Stock Exchange on the date of grant or, if no shares of 
Common Stock were traded on such date, on the next preceding date on which
shares of Common Stock traded ("Fair Market Value"), subject to adjustment 
pursuant to Section 3(b) hereof. 

(b)   Option Type.  All Stock Options granted under the Plan shall be 
non-statutory options not intended to qualify under Section 422A of the 
Internal Revenue Code of 1986, as amended (the "Code").  

(c)   Option Term.  Each Stock Option shall expire six years after the 
date of grant, subject to earlier termination pursuant to Section 5(e) 
hereof.

(d)   Exercisability.  Each Stock Option shall become fully exercisable 
beginning on the first anniversary of the date of its grant, subject to 
Section 5(e) hereof.

(e)   Termination upon Cessation of Service.  If an Eligible Director ceases 
to be a member of the Board for any reason whatsoever, whether by reason 
of death, Qualifying Disability (as hereinafter defined), retirement, 
resignation or otherwise ("Termination of Directorship"), then any 
unexercised option, whether or not otherwise then exercisable on the date 
of such Termination of Directorship, may be exercised, in whole or in part, 
at any time within one year after such Termination of Directorship, but in 
no event after the expiration of the term of the Stock Option pursuant to 
Section 5(c) hereof.  In such circumstances, the Stock Option may be 
exercised by the Eligible Director or the Eligible Director's legal 
representative (in the event of his or her death or Qualifying Disability).  
For purposes of the Plan, the term "Qualifying Disability" shall mean a 
physical or mental condition that prevents the Eligible Director from 
performing his or her duties as a member of the Board, and which is 
expected to be permanent or for an indefinite duration exceeding one year.

(f)   Payment.  Stock Options may be exercised and shares of Common 
Stock delivered only upon payment to the Company in full of the purchase 
price of the shares of Common Stock to be purchased by whole or partial 
exercise of the Stock Option.  Payment of the purchase price may, at the 
election of the Eligible Director, be made in (i) cash, (ii) previously 
acquired Common Stock, valued at its Fair Market Value on the date of 
exercise, or (iii) a combination thereof.

(g)   Non-Transferability of Stock Options.  No Stock Option or rights 
therein shall be assignable or transferable by any Eligible Director other 
than by will or by the laws of descent and distribution.  All Stock Options 
shall be exercisable during the lifetime of any Eligible Director only by 
the Eligible Director or the duly authorized legal representative of such 
Eligible Director.

6.    Plan Effective Date and Duration

(a)    Plan Effective Date.  The Plan has been adopted by the Board on 
June 6, 1995 and shall become effective immediately following approval by
the shareholders of the Company at the 1995 Annual Meeting of Shareholders 
or any adjournment thereof.

(b)   Duration.  The Plan will terminate on such date as no shares of 
Common Stock remain available for the grant of Stock Options under the Plan 
or at such earlier date as the Board may determine, subject to Section 8 
hereof.  Termination of the Plan will not affect any Stock Options then 
outstanding under the Plan.

7.    Plan Administration

(a)   By Board or Plan Committee.  The Plan shall be administered by the 
Board or by a Plan committee (which need not consist of directors) duly 
appointed by the Board from time to time and having such powers as may be 
specified by the Board (the "Plan Committee").  The initial Plan Committee 
appointed by the Board of Directors as a part of its approval of the Plan 
shall consist of the Chairman of the Board, the Vice Chairman of the Board 
and the Vice President and General Counsel of the Company. 

(b)   Administrative Authority.  The Board or the Plan Committee shall have 
the authority to adopt, alter and repeal such administrative rules, 
guidelines and practices governing the Plan as it from time to time shall 
deem advisable, to interpret the terms and provisions of the Plan and any 
Stock Option granted hereunder (and any agreement relating thereto) and to 
otherwise supervise the administration of the Plan.  The determination of 
the Board or the Plan Committee on all matters relating to the Plan or any 
agreement relating thereto shall be conclusive and final.  No member of 
the Board or the Plan Committee shall be liable for any action or 
determination made in good faith with respect to the Plan or any Stock 
Option.

(c)   Limitations.  Notwithstanding the foregoing, the selection of 
Eligible Directors to whom Stock Options are to be granted, the timing of 
such grants, the number of shares subject to any Stock Option, the periods 
during which any Stock Option may be exercised and the term of any Stock 
Option shall be as provided in the Plan, and neither the Board nor the 
Plan Committee shall have any discretion as to such matters.  The Plan is 
intended to allow Eligible Directors to receive Stock Options without 
causing them to cease to be "disinterested persons," within the meaning 
of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or 
any successor rule, in the form then applicable to the Company 
("Rule 16b-3"), with respect to other stock options of the Company.  To 
the extent that any provision of the Plan or action by the Board or the 
Plan Committee with respect thereto would be inconsistent with such intent, 
such provision or action shall be null and void.

8.    Plan Amendment or Discontinuance

The Board may amend or discontinue the Plan, but no amendment or 
discontinuation shall be made which would: (a) impair the rights of an 
Eligible Director under any outstanding Stock Option without the consent 
of such Eligible Director or his or her duly authorized legal representative, 
except such an amendment made to cause grants and other transactions under 
the Plan to qualify for the exemption provided by Rule 16b-3; or 
(b) disqualify grants and other transactions under the Plan from the 
exemption provided by Rule 16b-3.  Notwithstanding the foregoing or any 
other term of the Plan, no amendment to the Plan may be made by the Board, 
without the approval of Company shareholders, which (i) changes the 
eligibility criteria for receipt of Stock Options under the Plan, 
(ii) changes vesting conditions, terms of exercisability, timing, amount 
or exercise price of Stock Options under the Plan, or (iii) materially 
increases the aggregate number of shares of Common Stock which may be 
issued under the Plan.  In addition, no amendment shall be made without 
the approval of Company shareholders to the extent such approval is 
required by applicable law or agreement.  If required to maintain 
qualification under Rule 16b-3, the Plan shall not be materially amended 
more often than once every six months, other than to comport with changes 
in the Code or the rules and regulations thereunder.

9.    General Provisions

(a)   Non-Exclusive Benefit.  Nothing contained in the Plan shall prevent 
the Company or any subsidiary from adopting other or additional 
compensation arrangements applicable to members of the Board, including 
Eligible Directors.

(b)   Direct Obligation.  Benefits payable under the Plan to any person 
shall be satisfied directly by the Company.  The Company shall not be 
required to fund, or otherwise segregate assets to be used for payment 
or satisfaction of, benefits under the Plan.

(c)   No Right to Continue as Director.  Nothing in the Plan, or any 
Stock Option granted under the Plan, shall confer any right on any person 
to continue as a director of the Company or affect in any manner the rights 
of the shareholders of the Company or the Board to elect and remove 
directors.

(d)   Governing Law.  The Plan and all Stock Options awarded and actions 
taken with respect thereto shall be governed by and construed in accordance 
with the laws of the State of Ohio, except with respect to its choice of 
law rules.

(e)   Governing Exchange Act Rules.  The Plan is intended to comply with 
and be subject to Rule 16b-3 under the Securities Exchange Act of 1934 as 
such Rule was in effect prior to May 1, 1991.  The Plan Committee may elect 
at any time that the Plan shall be subject to Rule 16b-3 as in effect on or 
after May 1, 1991.

(f)   Securities Law Registration.  The Company intends to register shares 
of Common Stock issuable pursuant to the Plan under the Securities Act of 
1933, as amended, once shareholder approval has been obtained.  Unless and 
until the shares have been so registered, each person purchasing or 
receiving shares of Common Stock pursuant to a Stock Option shall 
represent to and agree with the Company in writing that such person is 
acquiring the shares of Common Stock without a view to the distribution 
thereof.  Any certificates for such shares of Common Stock shall include 
an appropriate legend to reflect the restrictions on transfer.







<PAGE>
                                                         Exhibit 5


                                        November 2, 1995


Premier Industrial Corporation
4500 Euclid Avenue
P.O. Box 94884
Cleveland, Ohio  44101-4884

          Re:  Premier Industrial Corporation 
               Director Stock Option Plan     

Ladies and Gentlemen:

     We have acted as counsel for Premier Industrial Corporation, an Ohio 
corporation (the "Registrant") in connection with the Premier Industrial 
Corporation Director Stock Option Plan (the "Plan").  We have examined 
such documents, records and matters of law as we have deemed necessary 
for purposes of this opinion, and based thereupon, we are of the opinion 
that the shares of the Registrant's Common Stock, without par value, that 
may be issued or transferred and sold pursuant to the Plan will be, when 
issued or transferred and sold in accordance with the Plan, duly 
authorized, validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as Exhibit 5 to the 
Registration Statement on Form S-8 filed by the Registrant to effect 
registration of the Common Stock to be issued and sold pursuant to the 
Plan under the Securities Act of 1933.

                                           Very truly yours,


                                           /s/Jones, Day, Reavis & Pogue 
                                           Jones, Day, Reavis & Pogue 
                                                        
                                                        
                                                        Exhibit 23(a)

                                                      
                                                      
                  INDEPENDENT AUDITORS' CONSENT





The Board of Directors
Premier Industrial Corporation


We consent to the incorporation by reference in this Form S-8 Registration 
Statement pertaining to the Premier Industrial Corporation Director Stock 
Option Plan of our report dated July 20, 1995, relating to the consolidated 
balance sheets of Premier Industrial Corporation and subsidiaries as of 
May 31, 1995 and 1994, and the related consolidated statements of earnings,
shareholders' equity, and cash flows for each of the years in the three-year 
period ended May 31, 1995, which report appears in the May 31, 1995 annual 
report on Form 10-K of Premier Industrial Corporation.






/s/KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP


Cleveland, Ohio
October 27, 1995
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{"company-data": {"conformed-name": "PREMIER INDUSTRIAL CORP", "cik": "0000080051", "assigned-sic": "5065", "irs-number": "340661122", "state-of-incorporation": "OH", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63921", "film-number": "95586822"}, "business-address": {"street1": "4500 EUCLID AVE", "city": "CLEVELAND", "state": "OH", "zip": "44103-3780", "phone": "2163918300"}}
Registration No. ________
                                                                              
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                       
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    Under
                          The Securities Act of 1933
                                       
                        PREMIER INDUSTRIAL CORPORATION
            (Exact Name of Registrant as Specified in its Charter)

                                     OHIO
                         (State or Other Jurisdiction
                      of Incorporation or Organization)

                                  34-0661122
                     (I.R.S. Employer Identification No.)

       4500 Euclid Avenue, P.O. Box 94884, Cleveland, Ohio  44101-4884
         (Address of Principal Executive Offices Including Zip Code)
                                       

                        PREMIER INDUSTRIAL CORPORATION
                          DIRECTOR STOCK OPTION PLAN
                           (Full Title of the Plan)
                                       

                Howard P. Frank, Vice President and Secretary
                        Premier Industrial Corporation
       4500 Euclid Avenue, P.O. Box 94884, Cleveland, Ohio  44101-4884   
                   (Name and Address of Agent For Service)
                                (216) 391-8300
        (Telephone Number, Including Area Code, of Agent For Service)
                                       

                        CALCULATION OF REGISTRATION FEE

Title of                       Proposed Maxi  Proposed Maxi-               
Securities     Amount          mum Offering   mum Aggregate     Amount of
to be          to be           Price Per      Offering          Registration 
Registered     Registered (1)  Share (2)      Price (2)         Fee

Common Stock,  
Without
Par Value      100,000 shares  $24.00        $2,400,000        $827.59

(1)  Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities 
Act"), this Registration Statement also covers such additional Common Stock, 
Without Par Value (the "Common Stock"), as may become issuable pursuant to 
the anti-dilution provisions of the Premier Industrial Corporation Director 
Stock Option Plan.

(2)  Estimated solely for calculating the amount of the registration fee, 
pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and 
Regulations under the Securities Act, on the basis of the average of the 
highand low sale prices of such securities on the New York Stock Exchange 
on October 27, 1995, within five business days prior to filing.

                       Exhibit Index Appears on Page    7
Part II

Item 3.  Incorporation of Documents by Reference

         The following documents previously filed by Premier Industrial 
Corporation (the "Registrant") with the Securities and Exchange Commission 
(the "Commission") are incorporated herein by reference:  (1) the 
Registrant's Annual Report on Form 10-K pursuant to the Securities Exchange 
Act of 1934 (the "Exchange Act") for the fiscal year ended May 31, 1995 
(the "Form 10-K"), (2) Registrant's Quarterly Report on Form 10-Q filed for 
the quarter ended August 31, 1995, and (3) the description of the Common 
Stock contained in the Registrant's Registration Statement on Form 8-A 
filed October 19, 1988, and any and all amendments and reports thereafter 
filed for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing 
of a post-effective amendment which indicates that all securities offered 
have been sold or which de-registers all securities then remaining unsold 
shall be deemed to be incorporated herein by reference and to be a part 
hereof from the date of filing such documents.

Item 4.  Description of Securities

         Not applicable.  (Class of securities to be offered is registered 
under Section 12 of the Exchange Act.)

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         Division (E)(1) of Section 1701.13 of the Ohio Revised Code (the 
"Ohio Code") empowers a corporation to indemnify any person who was or is 
a party or is threatened to be made a party to any threatened, pending or 
completed action, suit or proceeding, whether civil, criminal, administrative 
or investigative (other than an action by or in the right of the corporation) 
by reason of the fact that he is or was a director, officer, employee or 
agent of the corporation or is or was serving at the request of the 
corporation as a director, trustee, officer, employee or agent of another 
corporation (non-profit or for profit), partnership, joint venture, trust 
or other enterprise, against expenses (including attorneys' fees), judgments, 
fines and amounts paid in settlement actually and reasonably incurred by him 
in connection with such action, suit or proceeding if he acted in good faith 
and in a manner he reasonably believed to be in or not opposed to the best 
interests of the corporation and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe his conduct was unlawful.

         Division (E)(2) of Section 1701.13 of the Ohio Code authorizes a 
corporation to provide similar indemnification to any of the same persons 
who was or is a party or is threatened to be made a party to any threatened, 
pending or completed action or suit by or in the right of the corporation 
to procure a judgment in the corporation's favor by reason of the fact that 
such person acted in any of the capacities set forth above, if he met the 
same standard of conduct, except that no indemnification may be made in 
respect of any of the following:  (i) any claim, issue or matter as to 
which such person is adjudged to be liable for negligence or misconduct in 
the performance of his duty to the corporation unless and only to the extent 
that certain courts determine that, despite the adjudication of liability, 
such person is fairly and reasonably entitled to indemnity for such expenses 
as such court deems proper; or (ii) any action or suit in which the only 
liability asserted against a director involves certain impermissible 
dividends or distributions to shareholders, purchases or redemptions of 
shares of the corporation, or non-ordinary course loans to officers, 
directors or shareholders.

         Section 1701.13 of the Ohio Code provides that, to the extent a 
director, officer, employee or agent of a corporation has been successful 
on the merits or otherwise in the defense of any action, suit or proceeding 
referred to in subsections (E)(1) or (2) or in the defense of any claim, 
issue or matter therein, he shall be indemnified against expenses (including 
attorneys' fees) actually and reasonably incurred by him in connection 
therewith.  Otherwise, any indemnification under divisions (E)(1) or (2) 
of Section 1701.13 shall be made by a corporation only as authorized in the 
specific case upon a determination (made by a majority vote of a quorum of 
disinterested directors, by shareholders, by a court of common pleas or the 
court in which the action, suit or proceeding was brought or, in certain 
circumstances, through the written opinion of independent legal counsel) 
that indemnification of the director, officer, employee or agent is proper 
in the circumstances because he has met the applicable standard of conduct.

         Division (E)(5)(b) of Section 1701.13 provides that expenses 
(including attorneys' fees) incurred by a director, officer, employee or 
agent in defending any action, suit or proceeding referred to in such 
Section may be paid by the corporation as they are incurred, in advance of 
the final disposition of such action, suit or proceeding as authorized by 
the directors in the specific case, upon receipt of an undertaking by or 
on behalf of such director, officer, employee or agent to repay such amount 
if it ultimately is determined that he is not entitled to be indemnified 
by the corporation.  Under division (E)(5)(a) of Section 1701.13 of the 
Ohio Code, such advancement of expenses is mandatory with respect to a 
director, provided that the director provides an undertaking of repayment 
and cooperation as described therein, unless the only liability asserted 
involves certain impermissible dividends, distributions, repurchases and 
loans or unless a corporation's articles or regulations (unlike those of 
the Registrant) expressly make this provision inapplicable.

         Pursuant to Section 1701.13(E) of the Ohio Code, the indemnification 
thereby authorized shall not be exclusive of any other rights to which the 
person seeking indemnification or advancement of expenses may be entitled 
under the corporation's articles or regulations, or any agreement, vote of 
shareholders or disinterested directors or otherwise, both as to action in 
his official capacity and as to action in another capacity while holding 
such office, and it shall continue as to a person who has ceased to be a 
director, officer, employee or agent.  Such Section further provides that a 
corporation is empowered to purchase and maintain insurance or furnish 
similar protection for any director, officer, employee or agent against any 
liability asserted against him and incurred by him in any capacity described 
above, or arising out of his status as such, whether or not the corporation 
would have the power to indemnify him against such liability under Section 
1701.13.

         Section 6.01 of the Regulations of the Registrant provides, in 
substance, for indemnification by the Registrant of its directors, officers 
and employees to the fullest extent then permitted by Ohio law.  In 
addition, Section 6.01 of such Regulations states that the Registrant may, 
to the full extent then permitted by law and authorized by the Directors, 
purchase and maintain insurance on behalf of any persons described in such 
section against liabilities asserted against and incurred by any such 
person in any such capacity, or arising out of his status as such, whether 
or not the Registrant would have the power to indemnify such person against 
such liability.  The Registrant has purchased insurance which covers its 
directors and officers against certain liabilities, including certain 
liabilities under the securities laws, which might be asserted against and 
incurred by them in such capacities and insures the Registrant for amounts 
which may be required to be paid to indemnify such directors and officers, 
in each case in accordance with the limits of such insurance policy.
     
Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The following Exhibits are being filed as part of this Registration 
Statement:

         4      Premier Industrial Corporation Director Stock Option Plan.

         5      Opinion of Counsel of Jones, Day, Reavis & Pogue.

        23(a)   Consent of Independent Auditors, KPMG Peat Marwick LLP.

        23(b)   Consent of Counsel (included in Exhibit 5).

Item 9.  Undertakings

         (a)  The undersigned Registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales 
                   are being made, a post-effective amendment to this 
                   Registration Statement:

                   (i)   To include any prospectus required by Section 
                         10(a)(3) of the Securities Act;

                   (ii)  To reflect in the prospectus any facts or events 
                         arising after the effective date of the Registration 
                         Statement (or the most recent post-effective 
                         amendment thereof) which, individually or in the 
                         aggregate, represent a fundamental change in the 
                         information set forth in the Registration Statement; 
                         
                   (iii) To include any material information with respect 
                         to the plan of distribution not previously disclosed 
                         in the Registration Statement or any material change 
                         to such information in the Registration Statement.

              provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 
              not apply if the information required to be included in a 
              post-effective amendment by those paragraphs is contained in 
              periodic reports filed by the Registrant pursuant to Section 13 
              or Section 15(d) of the Exchange Act that are incorporated by 
              reference in the Registration Statement.

              (2)  That, for the purpose of determining any liability under 
                   the Securities 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.

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

         (b)  The undersigned Registrant hereby undertakes that, for 
              purposes of determining any liability under the Securities 
              Act, each filing of the Registrant's annual report pursuant 
              to Section 13(a) or Section 15(d) of the Exchange Act (and, 
              where applicable, each filing of an employee benefit plan's 
              annual report pursuant to Section 15(d) of the Exchange Act) 
              that is incorporated by reference in the 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.

         (c)  Insofar as indemnification for liabilities arising under the 
              Securities Act may be permitted to directors, officers and 
              controlling persons of the Registrant pursuant to the 
              foregoing provisions, or otherwise, the Registrant has been 
              advised that in the opinion of the 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 Registrant of expenses incurred or 
              paid by a director, officer or controlling person of the 
              Registrant 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 Registrant 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 of 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 
November 2, 1995.

                                   PREMIER INDUSTRIAL CORPORATION

                                   By:  /s/Philip S. Sims
                                          Philip S. Sims
                                          Vice Chairman of the Board

     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

/s/Morton L. Mandel                
Morton L. Mandel     Chairman of the Board and Director   November 2, 1995 
                     (Principal Executive Officer)

/s/Jack N. Mandel                     
Jack N. Mandel       Finance Committee Chairman and       November 2, 1995
                     Director

/s/Joseph C. Mandel          
Joseph C. Mandel     Executive Committee Chairman and     November 2, 1995
                     Director

/s/Philip S. Sims
Philip S. Sims       Vice Chairman of the Board and       November 2, 1995
                     Director (Principal Financial and
                     Accounting Officer)

/s/Edward B. Brandon
Edward B. Brandon    Director                             November 2, 1995

/s/Hugh Calkins
Hugh Calkins         Director                             November 2, 1995

                                                                              
John C. Colman       Director                             November _, 1995

/s/Scott S. Cowen                                                          
Scott S. Cowen       Director                             November 2, 1995

/s/William M. Hamilton
William M. Hamilton  Director                             November 2, 1995
                                                                 

/s/Bruce W. Johnson
Bruce W. Johnson     Director                             November 2, 1995
EXHIBIT INDEX

                                                                Pagination
                                                                by
                                                                sequential
Exhibit                   Exhibit                               numbering
Number                    Description                           system

4             Premier Industrial Corporation Director Stock         8
              Option Plan.            

5             Opinion of Counsel of Jones, Day, Reavis &           12
              Pogue.                        
                                      
23(a)         Consent of Independent Auditors, KPMG Peat           13
              Marwick LLP.        

23(b)         Consent of Counsel (included in Exhibit 5).          12
Exhibit 4

                       PREMIER INDUSTRIAL CORPORATION

                         DIRECTOR STOCK OPTION PLAN

1.    Purpose

The purpose of this Director Stock Option Plan (the "Plan") is to enhance 
the long-term success of Premier Industrial Corporation (the "Company") by 
providing an additional means to attract and retain able persons who are 
not employees to serve on the Board of Directors of the Company (the 
"Board") and by promoting the mutuality of interests between such directors 
and shareholders through ownership of the Common Stock of the Company, 
without par value ("Common Stock").

2.    Eligibility

Each person who, as of any applicable date, is a member of the Board and is 
not an officer or employee of the Company or any of its subsidiaries and has 
not received any stock option grant under the 1973 Stock Option Plan for 
Management Employees, as amended, for at least one year preceding such date 
(each such person, but now and hereafter excluding Jack N., Joseph C. and 
Morton L. Mandel, being referred to herein as an "Eligible Director") shall 
be eligible to receive grants under the Plan of options covering shares of 
Common Stock ("Stock Options").  If an Eligible Director subsequently 
becomes an employee of the Company while remaining a member of the Board, 
then such person's eligibility for any future grants hereunder shall 
thereupon cease, but any Stock Options held under the Plan by such 
individual at the time of such commencement of employment shall not be 
affected thereby.

3.    Shares Subject to the Plan

(a)   General.  Subject to adjustment as provided in Section 3(b) hereof, 
the total number of shares of Common Stock available for grant and reserved 
for issuance under the Plan while it is in effect shall not exceed 100,000.  
Such shares may be treasury shares or newly issued shares or a combination 
thereof, as may be determined from time to time by the Board or the Plan 
Committee (as defined in Section 7(a) hereof) or their designee.  Shares 
of Common Stock related to the unexercised or undistributed portion of any 
terminated, expired, surrendered or forfeited Stock Option granted hereunder 
shall be made available in connection with future Stock Option grants 
hereunder.

(b)   Adjustments.  In the event of (i) any stock dividend, stock split, 
reverse stock split, combination of shares, recapitalization, stock rights 
offering or other change in the capital structure of the Company, or 
(ii) any merger, consolidation, separation, reorganization or partial or 
complete liquidation, or (iii) any other corporate transaction or event 
having an effect similar to any of the foregoing, the Board or the Plan 
Committee shall make or provide for such adjustments in the number and kind 
of shares of Common Stock or other securities authorized by and reserved 
for issuance under the Plan and the number, kind and option price of shares 
of Common Stock or other securities subject to outstanding Stock Options, 
but not the number of shares subject to grants to Eligible Directors as 
provided in Section 4 hereof, as the Board or Plan Committee, in its 
discretion exercised in good faith, determines is equitably required to 
preserve the economic value of the shares subject to the Plan and to 
prevent dilution or enlargement of the rights of Optionees with respect 
to unexercised Stock Options; provided, however, that the number of shares 
subject to any Stock Option shall at all times be a whole number and that, 
as necessary to achieve that result, share amounts shall be rounded down to
the nearest whole number. 

4.    Stock Option Grants

(a)   Annual Grants.  On November 1 of each year following the effective 
date of the Plan, each person who then is an Eligible Director (regardless 
of whether newly elected, re-elected or retained as a Director at the most 
recent preceding Annual Meeting of Shareholders of the Company) shall 
automatically be granted a Stock Option to purchase 1,500 shares of Common
Stock as of such date.  Each such grant shall be evidenced by a notice 
thereof by the Company to each Eligible Director.

(b)   Available Shares.  In the event that the number of shares of Common 
Stock available for future grant under the Plan is insufficient to make all 
automatic grants required to be made on a given date, then all Eligible 
Directors entitled to a grant on such date shall share ratably in the 
number of Stock Options on shares available for grant under the Plan.

5.    Terms of Stock Options

Stock Options granted under the Plan shall be subject to the following 
additional terms and conditions:

(a)   Option Price.  The option price per share of Common Stock covered 
by a Stock Option shall be the fair market value of the Common Stock as of 
the date of grant, determined based on the closing price of Common Stock 
on the New York Stock Exchange on the date of grant or, if no shares of 
Common Stock were traded on such date, on the next preceding date on which
shares of Common Stock traded ("Fair Market Value"), subject to adjustment 
pursuant to Section 3(b) hereof. 

(b)   Option Type.  All Stock Options granted under the Plan shall be 
non-statutory options not intended to qualify under Section 422A of the 
Internal Revenue Code of 1986, as amended (the "Code").  

(c)   Option Term.  Each Stock Option shall expire six years after the 
date of grant, subject to earlier termination pursuant to Section 5(e) 
hereof.

(d)   Exercisability.  Each Stock Option shall become fully exercisable 
beginning on the first anniversary of the date of its grant, subject to 
Section 5(e) hereof.

(e)   Termination upon Cessation of Service.  If an Eligible Director ceases 
to be a member of the Board for any reason whatsoever, whether by reason 
of death, Qualifying Disability (as hereinafter defined), retirement, 
resignation or otherwise ("Termination of Directorship"), then any 
unexercised option, whether or not otherwise then exercisable on the date 
of such Termination of Directorship, may be exercised, in whole or in part, 
at any time within one year after such Termination of Directorship, but in 
no event after the expiration of the term of the Stock Option pursuant to 
Section 5(c) hereof.  In such circumstances, the Stock Option may be 
exercised by the Eligible Director or the Eligible Director's legal 
representative (in the event of his or her death or Qualifying Disability).  
For purposes of the Plan, the term "Qualifying Disability" shall mean a 
physical or mental condition that prevents the Eligible Director from 
performing his or her duties as a member of the Board, and which is 
expected to be permanent or for an indefinite duration exceeding one year.

(f)   Payment.  Stock Options may be exercised and shares of Common 
Stock delivered only upon payment to the Company in full of the purchase 
price of the shares of Common Stock to be purchased by whole or partial 
exercise of the Stock Option.  Payment of the purchase price may, at the 
election of the Eligible Director, be made in (i) cash, (ii) previously 
acquired Common Stock, valued at its Fair Market Value on the date of 
exercise, or (iii) a combination thereof.

(g)   Non-Transferability of Stock Options.  No Stock Option or rights 
therein shall be assignable or transferable by any Eligible Director other 
than by will or by the laws of descent and distribution.  All Stock Options 
shall be exercisable during the lifetime of any Eligible Director only by 
the Eligible Director or the duly authorized legal representative of such 
Eligible Director.

6.    Plan Effective Date and Duration

(a)    Plan Effective Date.  The Plan has been adopted by the Board on 
June 6, 1995 and shall become effective immediately following approval by
the shareholders of the Company at the 1995 Annual Meeting of Shareholders 
or any adjournment thereof.

(b)   Duration.  The Plan will terminate on such date as no shares of 
Common Stock remain available for the grant of Stock Options under the Plan 
or at such earlier date as the Board may determine, subject to Section 8 
hereof.  Termination of the Plan will not affect any Stock Options then 
outstanding under the Plan.

7.    Plan Administration

(a)   By Board or Plan Committee.  The Plan shall be administered by the 
Board or by a Plan committee (which need not consist of directors) duly 
appointed by the Board from time to time and having such powers as may be 
specified by the Board (the "Plan Committee").  The initial Plan Committee 
appointed by the Board of Directors as a part of its approval of the Plan 
shall consist of the Chairman of the Board, the Vice Chairman of the Board 
and the Vice President and General Counsel of the Company. 

(b)   Administrative Authority.  The Board or the Plan Committee shall have 
the authority to adopt, alter and repeal such administrative rules, 
guidelines and practices governing the Plan as it from time to time shall 
deem advisable, to interpret the terms and provisions of the Plan and any 
Stock Option granted hereunder (and any agreement relating thereto) and to 
otherwise supervise the administration of the Plan.  The determination of 
the Board or the Plan Committee on all matters relating to the Plan or any 
agreement relating thereto shall be conclusive and final.  No member of 
the Board or the Plan Committee shall be liable for any action or 
determination made in good faith with respect to the Plan or any Stock 
Option.

(c)   Limitations.  Notwithstanding the foregoing, the selection of 
Eligible Directors to whom Stock Options are to be granted, the timing of 
such grants, the number of shares subject to any Stock Option, the periods 
during which any Stock Option may be exercised and the term of any Stock 
Option shall be as provided in the Plan, and neither the Board nor the 
Plan Committee shall have any discretion as to such matters.  The Plan is 
intended to allow Eligible Directors to receive Stock Options without 
causing them to cease to be "disinterested persons," within the meaning 
of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or 
any successor rule, in the form then applicable to the Company 
("Rule 16b-3"), with respect to other stock options of the Company.  To 
the extent that any provision of the Plan or action by the Board or the 
Plan Committee with respect thereto would be inconsistent with such intent, 
such provision or action shall be null and void.

8.    Plan Amendment or Discontinuance

The Board may amend or discontinue the Plan, but no amendment or 
discontinuation shall be made which would: (a) impair the rights of an 
Eligible Director under any outstanding Stock Option without the consent 
of such Eligible Director or his or her duly authorized legal representative, 
except such an amendment made to cause grants and other transactions under 
the Plan to qualify for the exemption provided by Rule 16b-3; or 
(b) disqualify grants and other transactions under the Plan from the 
exemption provided by Rule 16b-3.  Notwithstanding the foregoing or any 
other term of the Plan, no amendment to the Plan may be made by the Board, 
without the approval of Company shareholders, which (i) changes the 
eligibility criteria for receipt of Stock Options under the Plan, 
(ii) changes vesting conditions, terms of exercisability, timing, amount 
or exercise price of Stock Options under the Plan, or (iii) materially 
increases the aggregate number of shares of Common Stock which may be 
issued under the Plan.  In addition, no amendment shall be made without 
the approval of Company shareholders to the extent such approval is 
required by applicable law or agreement.  If required to maintain 
qualification under Rule 16b-3, the Plan shall not be materially amended 
more often than once every six months, other than to comport with changes 
in the Code or the rules and regulations thereunder.

9.    General Provisions

(a)   Non-Exclusive Benefit.  Nothing contained in the Plan shall prevent 
the Company or any subsidiary from adopting other or additional 
compensation arrangements applicable to members of the Board, including 
Eligible Directors.

(b)   Direct Obligation.  Benefits payable under the Plan to any person 
shall be satisfied directly by the Company.  The Company shall not be 
required to fund, or otherwise segregate assets to be used for payment 
or satisfaction of, benefits under the Plan.

(c)   No Right to Continue as Director.  Nothing in the Plan, or any 
Stock Option granted under the Plan, shall confer any right on any person 
to continue as a director of the Company or affect in any manner the rights 
of the shareholders of the Company or the Board to elect and remove 
directors.

(d)   Governing Law.  The Plan and all Stock Options awarded and actions 
taken with respect thereto shall be governed by and construed in accordance 
with the laws of the State of Ohio, except with respect to its choice of 
law rules.

(e)   Governing Exchange Act Rules.  The Plan is intended to comply with 
and be subject to Rule 16b-3 under the Securities Exchange Act of 1934 as 
such Rule was in effect prior to May 1, 1991.  The Plan Committee may elect 
at any time that the Plan shall be subject to Rule 16b-3 as in effect on or 
after May 1, 1991.

(f)   Securities Law Registration.  The Company intends to register shares 
of Common Stock issuable pursuant to the Plan under the Securities Act of 
1933, as amended, once shareholder approval has been obtained.  Unless and 
until the shares have been so registered, each person purchasing or 
receiving shares of Common Stock pursuant to a Stock Option shall 
represent to and agree with the Company in writing that such person is 
acquiring the shares of Common Stock without a view to the distribution 
thereof.  Any certificates for such shares of Common Stock shall include 
an appropriate legend to reflect the restrictions on transfer.
Exhibit 5

                                        November 2, 1995

Premier Industrial Corporation
4500 Euclid Avenue
P.O. Box 94884
Cleveland, Ohio  44101-4884

          Re:  Premier Industrial Corporation 
               Director Stock Option Plan     

Ladies and Gentlemen:

     We have acted as counsel for Premier Industrial Corporation, an Ohio 
corporation (the "Registrant") in connection with the Premier Industrial 
Corporation Director Stock Option Plan (the "Plan").  We have examined 
such documents, records and matters of law as we have deemed necessary 
for purposes of this opinion, and based thereupon, we are of the opinion 
that the shares of the Registrant's Common Stock, without par value, that 
may be issued or transferred and sold pursuant to the Plan will be, when 
issued or transferred and sold in accordance with the Plan, duly 
authorized, validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as Exhibit 5 to the 
Registration Statement on Form S-8 filed by the Registrant to effect 
registration of the Common Stock to be issued and sold pursuant to the 
Plan under the Securities Act of 1933.

                                           Very truly yours,

                                           /s/Jones, Day, Reavis & Pogue 
                                           Jones, Day, Reavis & Pogue 
                                                        
                                                        
                                                        Exhibit 23(a)

                                                      
                                                      
                  INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Premier Industrial Corporation

We consent to the incorporation by reference in this Form S-8 Registration 
Statement pertaining to the Premier Industrial Corporation Director Stock 
Option Plan of our report dated July 20, 1995, relating to the consolidated 
balance sheets of Premier Industrial Corporation and subsidiaries as of 
May 31, 1995 and 1994, and the related consolidated statements of earnings,
shareholders' equity, and cash flows for each of the years in the three-year 
period ended May 31, 1995, which report appears in the May 31, 1995 annual 
report on Form 10-K of Premier Industrial Corporation.

/s/KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP

Cleveland, Ohio
October 27, 1995