As filed with the Securities and Exchange Commission on March 31, 1997
Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act Of 1933

                               W.W. Grainger, Inc.
             (Exact Name of Registrant as Specified in its Charter)
                         Illinois               36-1150280
                 (State of Incorporation)      I.R.S. Employer
                                              Identification No.)
                            455 Knightsbridge Parkway
                        Lincolnshire, Illinois 60069-3620
                    (Address of Principal Executive Offices)

                               Director Stock Plan
                            (Full Title of the Plan)

                                James M. Baisley
                             Senior Vice President,
                          General Counsel and Secretary
                               W.W. Grainger, Inc.
                            455 Knightsbridge Parkway
                        Lincolnshire, Illinois 60069-3620
                                 (847) 793-9030
           (Name, Address, and Telephone Number of Agent for Service)


                         CALCULATION OF REGISTRATION FEE
================================================================================
 Title of          Amount       Proposed         Proposed         Amount of
securities         to be         maxium           maximum       Registration
  to be         registered      offering         aggregate           fee
registered                       price           offering
                               per share           price
================================================================================
Common Stock,     250,000    $77.0625(2)(3)   $19,265,625(2)    $5,838.07(2)
$.50 par value    shares(1)
value
================================================================================

(1)  Also covers Preferred Share Purchase Rights  ("Rights") which are currently
     transferable  with  the  shares  of  Common  Stock  registered  hereby.  In
     accordance  with  Rule  416(a),  also  covers an  indeterminable  number of
     additional  shares  of  Common  Stock and  Rights  as may  become  issuable
     pursuant to the antidilution provisions of the Plan.

(2)  Calculated  pursuant to Rules  457(h)(1) and 457(c) based on the average of
     the high and low prices of the Registrant's  common stock on March 24, 1997
     on the New York  Stock  Exchange  Composite  Tape as  reported  by The Wall
     Street Journal.

(3) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance with Rule 457.

(1)
<PAGE>



                                EXPLANATORY NOTE

      As permitted by the rules of the Securities and Exchange  Commission  (the
"Commission"),  this Registration  Statement omits the information  specified in
Part I of Form S-8.


                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3:  Incorporation of Documents by Reference

     The following  documents filed with the Commission by W.W.  Grainger,  Inc.
(the  "Company")  (File  No.  1-5684)  are  incorporated  by  reference  in this
Registration Statement on Form S-8 (the "Registration Statement").

      (i)  Annual Report on Form 10-K for the year ended December 31, 1996; and

      (ii) The descriptions of the Company's Common Stock and Preferred Share
     Purchase Rights  contained in the Company's  registration  statements filed
     under the Securities  Exchange Act of 1934 (the "Exchange Act"),  including
     any amendments or reports filed  thereunder that update or otherwise modify
     such descriptions.

     All documents subsequently filed by the Company 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  registered  hereunder have been
sold or which  deregisters all of the securities  offered then remaining unsold,
shall be deemed to be  incorporated  herein by reference and to be a part hereof
from the date of filing of such documents.

     The financial  statements  and financial  statement  schedules  included or
incorporated  by  reference  in the  Company's  Annual  Report  on Form 10-K and
incorporated  herein by  reference  have been  audited  by Grant  Thornton  LLP,
independent  public  accountants,  as  indicated  in their  report with  respect
thereto,  and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing.

Item 4:  Description of Securities

     Not applicable.

Item 5:  Interests of Named Experts and Counsel

     The legality of the  securities  registered  hereby will be passed upon for
the Company by James M. Baisley,  Senior Vice President,  General  Counsel,  and
Secretary of the

(2)
<PAGE>

Company.  As of March 7, 1997, Mr. Baisley was the beneficial  owner (within the
meaning of Rule 13d-3 under the Exchange  Act) of 23,278 shares of Common Stock,
including non-transferable shares of restricted stock, stock options exercisable
within 60 days after such date,  and shares as to which Mr. Baisley is deemed to
have the economic equivalent of investment power.

Item 6:  Indemnification of Directors and Officers

     Section 8.75 of the Illinois Business  Corporation Act of 1983, as amended,
provides that a corporation shall have the power 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 or she is or was a  director,  officer,  employee  or
agent  of  the  corporation,  or who is or was  serving  at the  request  of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership  joint  venture,   trust  or  other  enterprise,   against  expenses
(including  attorneys' fees),  judgments,  fines, and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or  proceeding,  provided  that such  person  acted in good  faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests  of  the  corporation  and,  with  respect  to  any  criminal  act  or
proceeding,  had no reasonable cause to believe his or her conduct was unlawful.
Under certain circumstances, such Section permits a corporation to indemnify its
directors,   officers,   employees  and  agents  against  expenses  incurred  in
connection  with the defense or settlement of  shareholder  derivative  actions.
Such Section also provides that the corporation may purchase insurance on behalf
of any such director, officer, employee or agent.

     The Company's Bylaws provide that the Company shall indemnify the directors
and officers of the Company under the  circumstances  described in the preceding
paragraph,  subject, except in the case of defense expenses, to a finding by the
Company's Board of Directors,  its shareholders or, under certain circumstances,
independent legal counsel that the applicable standard of conduct has been met.

     Under an insurance  policy  maintained  by the Company,  the  directors and
officers  of the  Company  are  insured,  within the  limits and  subject to the
limitations  of the policy,  against  certain  expenses in  connection  with the
liabilities  that  might be imposed  as a result of  claims,  actions,  suits or
proceedings  that may be brought  against them by reason of being or having been
such directors or officers.

     The Company's Restated Articles of Incorporation provide that a director of
the Company  shall not be personally  liable to the Company or its  shareholders
for monetary damages for breach of fiduciary duties as a director except (i) for
any  breach  of  the  director's   duty  of  loyalty  to  the  Company  and  its
shareholders,  (ii)  for acts or  omissions  not in good  faith or that  involve
intentional  misconduct or a knowing  violation of law,

(3)
<PAGE>

(iii) under Section 8.65 of the Illinois  Business  Corporation  Act or (iv) for
any transaction from which the director derived an improper personal benefit.

Item 7:  Exemption from Registration Claimed

     Not applicable.

Item 8:  Exhibits

     4.1     Restated  Articles of  Incorporation  dated April 27, 1994 (Exhibit
             3(a) to the Company's Annual Report on Form 10-K for the year ended
             December 31, 1994).*/

     4.2     By-laws as amended October 25, 1995 (Exhibit 3(ii) to the Company's
             Quarterly  Report on Form 10-Q for the quarter ended  September 30,
             1995).*/

     4.3     Rights Agreement dated as of April 26, 1989 between the Company and
             The First  National Bank of Boston,  as Rights Agent  (Exhibit 4 to
             the Company's  Quarterly  Report on Form 10-Q for the quarter ended
             June 30, 1989) and a related  Certificate of Adjustment  (Exhibit 4
             to the  Company's  Quarterly  Report on Form  10-Q for the  quarter
             ended June 30, 1991).*/

     5.1     Opinion of James M. Baisley, Esq.

     23.1    Consent of Grant Thornton LLP.

     23.2    Consent of James M. Baisley, Esq. (included in Exhibit 5.1).

     24.1    Power of Attorney (see page 7).

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

*/       Incorporated by reference.

Item 9:  Undertakings

Rule 415 Offering.
------------------
     The Company hereby undertakes:

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

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933 ("Securities Act");
(4)
<PAGE>

          (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 (i) and (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
             Company with the Commission 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.

Incorporation of Subsequent Exchange Act Documents by Reference.
----------------------------------------------------------------
     The  Company  hereby  undertakes  that,  for  purposes of  determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to  Section  13(a)  or  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.

Form S-8 Registration Statement
-------------------------------
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the  Commission  such  indemnification  is against public
policy as expressed in the Securities 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

(5)
<PAGE>

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  Securities  Act and will be  governed by the final
adjudication of such issue.

(6)
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, W.W.  Grainger,
Inc.  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 Village of  Lincolnshire,  State of  Illinois,  on March 31,
1997.


                                         W.W. GRAINGER, INC.

                                          By:   /s/R. L. Keyser
                                          --------------------- ----------------
                                          R. L. Keyser
                                          President and Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and  appoints  Jere D. Fluno,  James M. Baisley and
Kenneth  S.  Kirsner,  and  each of  them,  jointly  and  severally,  his or her
attorneys-in-fact,  each with power of substitution and resubstitution,  for him
or her in any and all  capacities,  to sign any amendments to this  Registration
Statement,  to file the same, with the exhibits thereto,  and other documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying and confirming all that each of said attorneys-in-fact,  or his or her
substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on March 31, 1997.


/s/J. D. Fluno                        /s/D. W. Grainger
----------------------------          -------------------------------------
J. D. Fluno                           D. W. Grainger
Vice Chairman (a Principal            Chairman of the Board of Directors
Executive Officer); Director          (a Principal Executive Officer); Director

/s/R. L. Keyser                       /s/P. O. Loux
----------------------------          -------------------------------------
R. L. Keyser                          P. O. Loux
President and Chief Executive         Senior Vice President, Finance
Officer (a Principal Executive        and Chief Financial Officer
Officer); Director                    (Principal Financial Officer)

(7)
<PAGE>



/s/R. D. Pappano                      /s/James D. Slavik
----------------------------          -------------------------------------
R. D. Pappano                         James D. Slavik
Vice President, Financial Reporting   Director
and Investor Relations
(Principal Accounting Officer)

/s/George R. Baker                    /s/Harold B. Smith
-----------------------------         -------------------------------------
George R. Baker                       Harold B. Smith
Director                              Director

/s/Robert E. Elberson                 /s/Fred L. Turner
-----------------------------         --------------------------------------
Robert E. Elberson                    Fred L. Turner
Director                              Director

/s/Wilbur H. Gantz                    /s/Janiece S. Webb
-----------------------------         ---------------------------------------
Wilbur H. Gantz                       Janiece S. Webb
Director                              Director

/s/John W. McCarter, Jr.
-----------------------------
John W. McCarter, Jr.
Director

(8)
<PAGE>


                                INDEX TO EXHIBITS

Exhibit
Number               Description of Exhibit
------               ----------------------

4.1            Restated Articles of Incorporation  dated April 27, 1994 (Exhibit
               3(a) to the  Company's  Annual  Report  on Form 10-K for the year
               ended December 31, 1994).*/ -

4.2            By-laws  as  amended  October  25,  1995  (Exhibit  3(ii)  to the
               Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
               September 30, 1995).*/ -

4.3            Rights  Agreement  dated as of April 26, 1989 between the Company
               and The First National Bank of Boston, as Rights Agent (Exhibit 4
               to the  Company's  Quarterly  Report on Form 10-Q for the quarter
               ended  June 30,  1989) and a related  Certificate  of  Adjustment
               (Exhibit 4 to the Company's Quarterly Report on Form 10-Q for the
               quarter ended June 30, 1991).*/

5.1            Opinion of James M. Baisley, Esq.

23.1           Consent of Grant Thornton LLP

23.2           Consent of James M. Baisley, Esq. (included in Exhibit 5.1).

24.1           Power of Attorney (see page 7).

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

*/   Incorporated by reference.


(9)
<PAGE>

                                                                  EXHIBIT 5.1

March 24, 1997


W.W. Grainger, Inc.
455 Knightsbridge Parkway
Lincolnshire, Illinois 60069-3620

                  Re:  Director Stock Plan

Ladies and Gentlemen:

         As General Counsel of W.W. Grainger, Inc., an Illinois corporation (the
"Company"),  I refer to a Registration  Statement on Form S-8 (the "Registration
Statement") being filed under the Securities Act of 1933 on or about the date of
this  letter  to  register  shares  of common  stock,  par value  $.50 each (the
"Shares"), of the Company which may from time to time be offered and sold by the
Company in connection with the Company's Director Stock Plan (the "Plan").

         In  rendering  this  opinion,  I have  examined  originals  or  copies,
certified or otherwise  identified to my satisfaction,  of the corporate records
of the Company,  including its Articles of Incorporation  and By-Laws,  and such
other  documents  (including the Plan) which I have deemed relevant or necessary
as the basis for the  opinion as  hereinafter  set forth.  I have also  reviewed
originals or copies,  certified or otherwise  identified to my satisfaction,  of
such  corporate and other  records,  documents,  certificates  and other papers,
including certificates of public officials, as I have deemed necessary to render
this opinion.

         Based upon and subject to the foregoing, and subject to approval of the
Plan by the  shareholders  of the  Company,  it is my  opinion  that the  Shares
delivered under the Plan will have been duly authorized and, when  consideration
therefor  shall  have  been  received  and  when  delivered  pursuant  to and in
accordance  with the Plan, the Shares so delivered will have been legally issued
and be fully paid and non-assessable.

         I hereby  consent to the use of my name in the  Registration  Statement
and to the  inclusion  of this  opinion as an exhibit  thereto.  By giving  such
consent,  I do not admit that I am within the category of persons  whose consent
is required under Section 7 of the Act.

                                                            Very truly yours,
                                                            /s/J. M. Baisley
                                                            General Counsel

(10)
<PAGE>


                                                                  EXHIBIT 23.1


                INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' CONSENT


     We  have  issued  our  report  dated  February  4,  1997  accompanying  the
consolidated  financial statements and schedule included in the Annual Report of
W.W. Grainger, Inc. on Form 10-K for the year ended December 31, 1996. We hereby
consent to the  incorporation  by reference of said report in this  Registration
Statement on Form S-8 and any related  Prospectus  and to the use of our name in
Item 3 of this Registration Statement on Form S-8.




                                                            GRANT THORNTON LLP



Chicago, Illinois
March 24, 1997

(11)
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR W.W. GRAINGER, INC.", "secsgml_size_bytes": 21867}]
{"company-data": {"conformed-name": "GRAINGER W W INC", "cik": "0000277135", "assigned-sic": "5000", "irs-number": "361150280", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24215", "film-number": "97569414"}, "business-address": {"street1": "455 KNIGHTSBRIDGE PARKWAY", "city": "LINCOLNSHIRE", "state": "IL", "zip": "60069-3620", "phone": "7089829000"}}
As filed with the Securities and Exchange Commission on March 31, 1997
Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act Of 1933

                               W.W. Grainger, Inc.
             (Exact Name of Registrant as Specified in its Charter)
                         Illinois               36-1150280
                 (State of Incorporation)      I.R.S. Employer
                                              Identification No.)
                            455 Knightsbridge Parkway
                        Lincolnshire, Illinois 60069-3620
                    (Address of Principal Executive Offices)

                               Director Stock Plan
                            (Full Title of the Plan)

                                James M. Baisley
                             Senior Vice President,
                          General Counsel and Secretary
                               W.W. Grainger, Inc.
                            455 Knightsbridge Parkway
                        Lincolnshire, Illinois 60069-3620
                                 (847) 793-9030
           (Name, Address, and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
 Title of          Amount       Proposed         Proposed         Amount of
securities         to be         maxium           maximum       Registration
  to be         registered      offering         aggregate           fee
registered                       price           offering
                               per share           price
================================================================================
Common Stock,     250,000    $77.0625(2)(3)   $19,265,625(2)    $5,838.07(2)
$.50 par value    shares(1)
value
================================================================================

(1)  Also covers Preferred Share Purchase Rights  ("Rights") which are currently
     transferable  with  the  shares  of  Common  Stock  registered  hereby.  In
     accordance  with  Rule  416(a),  also  covers an  indeterminable  number of
     additional  shares  of  Common  Stock and  Rights  as may  become  issuable
     pursuant to the antidilution provisions of the Plan.

(2)  Calculated  pursuant to Rules  457(h)(1) and 457(c) based on the average of
     the high and low prices of the Registrant's  common stock on March 24, 1997
     on the New York  Stock  Exchange  Composite  Tape as  reported  by The Wall
     Street Journal.

(3) Estimated  solely for the purpose of  calculating  the  registration  fee in
accordance with Rule 457.

(1)
EXPLANATORY NOTE

      As permitted by the rules of the Securities and Exchange  Commission  (the
"Commission"),  this Registration  Statement omits the information  specified in
Part I of Form S-8.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3:  Incorporation of Documents by Reference

     The following  documents filed with the Commission by W.W.  Grainger,  Inc.
(the  "Company")  (File  No.  1-5684)  are  incorporated  by  reference  in this
Registration Statement on Form S-8 (the "Registration Statement").

      (i)  Annual Report on Form 10-K for the year ended December 31, 1996; and

      (ii) The descriptions of the Company's Common Stock and Preferred Share
     Purchase Rights  contained in the Company's  registration  statements filed
     under the Securities  Exchange Act of 1934 (the "Exchange Act"),  including
     any amendments or reports filed  thereunder that update or otherwise modify
     such descriptions.

     All documents subsequently filed by the Company 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  registered  hereunder have been
sold or which  deregisters all of the securities  offered then remaining unsold,
shall be deemed to be  incorporated  herein by reference and to be a part hereof
from the date of filing of such documents.

     The financial  statements  and financial  statement  schedules  included or
incorporated  by  reference  in the  Company's  Annual  Report  on Form 10-K and
incorporated  herein by  reference  have been  audited  by Grant  Thornton  LLP,
independent  public  accountants,  as  indicated  in their  report with  respect
thereto,  and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing.

Item 4:  Description of Securities

     Not applicable.

Item 5:  Interests of Named Experts and Counsel

     The legality of the  securities  registered  hereby will be passed upon for
the Company by James M. Baisley,  Senior Vice President,  General  Counsel,  and
Secretary of the

(2)
Company.  As of March 7, 1997, Mr. Baisley was the beneficial  owner (within the
meaning of Rule 13d-3 under the Exchange  Act) of 23,278 shares of Common Stock,
including non-transferable shares of restricted stock, stock options exercisable
within 60 days after such date,  and shares as to which Mr. Baisley is deemed to
have the economic equivalent of investment power.

Item 6:  Indemnification of Directors and Officers

     Section 8.75 of the Illinois Business  Corporation Act of 1983, as amended,
provides that a corporation shall have the power 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 or she is or was a  director,  officer,  employee  or
agent  of  the  corporation,  or who is or was  serving  at the  request  of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership  joint  venture,   trust  or  other  enterprise,   against  expenses
(including  attorneys' fees),  judgments,  fines, and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or  proceeding,  provided  that such  person  acted in good  faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests  of  the  corporation  and,  with  respect  to  any  criminal  act  or
proceeding,  had no reasonable cause to believe his or her conduct was unlawful.
Under certain circumstances, such Section permits a corporation to indemnify its
directors,   officers,   employees  and  agents  against  expenses  incurred  in
connection  with the defense or settlement of  shareholder  derivative  actions.
Such Section also provides that the corporation may purchase insurance on behalf
of any such director, officer, employee or agent.

     The Company's Bylaws provide that the Company shall indemnify the directors
and officers of the Company under the  circumstances  described in the preceding
paragraph,  subject, except in the case of defense expenses, to a finding by the
Company's Board of Directors,  its shareholders or, under certain circumstances,
independent legal counsel that the applicable standard of conduct has been met.

     Under an insurance  policy  maintained  by the Company,  the  directors and
officers  of the  Company  are  insured,  within the  limits and  subject to the
limitations  of the policy,  against  certain  expenses in  connection  with the
liabilities  that  might be imposed  as a result of  claims,  actions,  suits or
proceedings  that may be brought  against them by reason of being or having been
such directors or officers.

     The Company's Restated Articles of Incorporation provide that a director of
the Company  shall not be personally  liable to the Company or its  shareholders
for monetary damages for breach of fiduciary duties as a director except (i) for
any  breach  of  the  director's   duty  of  loyalty  to  the  Company  and  its
shareholders,  (ii)  for acts or  omissions  not in good  faith or that  involve
intentional  misconduct or a knowing  violation of law,

(3)
(iii) under Section 8.65 of the Illinois  Business  Corporation  Act or (iv) for
any transaction from which the director derived an improper personal benefit.

Item 7:  Exemption from Registration Claimed

     Not applicable.

Item 8:  Exhibits

     4.1     Restated  Articles of  Incorporation  dated April 27, 1994 (Exhibit
             3(a) to the Company's Annual Report on Form 10-K for the year ended
             December 31, 1994).*/

     4.2     By-laws as amended October 25, 1995 (Exhibit 3(ii) to the Company's
             Quarterly  Report on Form 10-Q for the quarter ended  September 30,
             1995).*/

     4.3     Rights Agreement dated as of April 26, 1989 between the Company and
             The First  National Bank of Boston,  as Rights Agent  (Exhibit 4 to
             the Company's  Quarterly  Report on Form 10-Q for the quarter ended
             June 30, 1989) and a related  Certificate of Adjustment  (Exhibit 4
             to the  Company's  Quarterly  Report on Form  10-Q for the  quarter
             ended June 30, 1991).*/

     5.1     Opinion of James M. Baisley, Esq.

     23.1    Consent of Grant Thornton LLP.

     23.2    Consent of James M. Baisley, Esq. (included in Exhibit 5.1).

     24.1    Power of Attorney (see page 7).

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

*/       Incorporated by reference.

Item 9:  Undertakings

Rule 415 Offering.
------------------
     The Company hereby undertakes:

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

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933 ("Securities Act");
(4)
(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 (i) and (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
             Company with the Commission 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.

Incorporation of Subsequent Exchange Act Documents by Reference.
----------------------------------------------------------------
     The  Company  hereby  undertakes  that,  for  purposes of  determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to  Section  13(a)  or  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.

Form S-8 Registration Statement
-------------------------------
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the  Commission  such  indemnification  is against public
policy as expressed in the Securities 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

(5)
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  Securities  Act and will be  governed by the final
adjudication of such issue.

(6)
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, W.W.  Grainger,
Inc.  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 Village of  Lincolnshire,  State of  Illinois,  on March 31,
1997.

                                         W.W. GRAINGER, INC.

                                          By:   /s/R. L. Keyser
                                          --------------------- ----------------
                                          R. L. Keyser
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and  appoints  Jere D. Fluno,  James M. Baisley and
Kenneth  S.  Kirsner,  and  each of  them,  jointly  and  severally,  his or her
attorneys-in-fact,  each with power of substitution and resubstitution,  for him
or her in any and all  capacities,  to sign any amendments to this  Registration
Statement,  to file the same, with the exhibits thereto,  and other documents in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying and confirming all that each of said attorneys-in-fact,  or his or her
substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on March 31, 1997.

/s/J. D. Fluno                        /s/D. W. Grainger
----------------------------          -------------------------------------
J. D. Fluno                           D. W. Grainger
Vice Chairman (a Principal            Chairman of the Board of Directors
Executive Officer); Director          (a Principal Executive Officer); Director

/s/R. L. Keyser                       /s/P. O. Loux
----------------------------          -------------------------------------
R. L. Keyser                          P. O. Loux
President and Chief Executive         Senior Vice President, Finance
Officer (a Principal Executive        and Chief Financial Officer
Officer); Director                    (Principal Financial Officer)

(7)
/s/R. D. Pappano                      /s/James D. Slavik
----------------------------          -------------------------------------
R. D. Pappano                         James D. Slavik
Vice President, Financial Reporting   Director
and Investor Relations
(Principal Accounting Officer)

/s/George R. Baker                    /s/Harold B. Smith
-----------------------------         -------------------------------------
George R. Baker                       Harold B. Smith
Director                              Director

/s/Robert E. Elberson                 /s/Fred L. Turner
-----------------------------         --------------------------------------
Robert E. Elberson                    Fred L. Turner
Director                              Director

/s/Wilbur H. Gantz                    /s/Janiece S. Webb
-----------------------------         ---------------------------------------
Wilbur H. Gantz                       Janiece S. Webb
Director                              Director

/s/John W. McCarter, Jr.
-----------------------------
John W. McCarter, Jr.
Director

(8)
INDEX TO EXHIBITS

Exhibit
Number               Description of Exhibit
------               ----------------------

4.1            Restated Articles of Incorporation  dated April 27, 1994 (Exhibit
               3(a) to the  Company's  Annual  Report  on Form 10-K for the year
               ended December 31, 1994).*/ -

4.2            By-laws  as  amended  October  25,  1995  (Exhibit  3(ii)  to the
               Company's  Quarterly  Report on Form 10-Q for the  quarter  ended
               September 30, 1995).*/ -

4.3            Rights  Agreement  dated as of April 26, 1989 between the Company
               and The First National Bank of Boston, as Rights Agent (Exhibit 4
               to the  Company's  Quarterly  Report on Form 10-Q for the quarter
               ended  June 30,  1989) and a related  Certificate  of  Adjustment
               (Exhibit 4 to the Company's Quarterly Report on Form 10-Q for the
               quarter ended June 30, 1991).*/

5.1            Opinion of James M. Baisley, Esq.

23.1           Consent of Grant Thornton LLP

23.2           Consent of James M. Baisley, Esq. (included in Exhibit 5.1).

24.1           Power of Attorney (see page 7).

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

*/   Incorporated by reference.

(9)
EXHIBIT 5.1

March 24, 1997

W.W. Grainger, Inc.
455 Knightsbridge Parkway
Lincolnshire, Illinois 60069-3620

                  Re:  Director Stock Plan

Ladies and Gentlemen:

         As General Counsel of W.W. Grainger, Inc., an Illinois corporation (the
"Company"),  I refer to a Registration  Statement on Form S-8 (the "Registration
Statement") being filed under the Securities Act of 1933 on or about the date of
this  letter  to  register  shares  of common  stock,  par value  $.50 each (the
"Shares"), of the Company which may from time to time be offered and sold by the
Company in connection with the Company's Director Stock Plan (the "Plan").

         In  rendering  this  opinion,  I have  examined  originals  or  copies,
certified or otherwise  identified to my satisfaction,  of the corporate records
of the Company,  including its Articles of Incorporation  and By-Laws,  and such
other  documents  (including the Plan) which I have deemed relevant or necessary
as the basis for the  opinion as  hereinafter  set forth.  I have also  reviewed
originals or copies,  certified or otherwise  identified to my satisfaction,  of
such  corporate and other  records,  documents,  certificates  and other papers,
including certificates of public officials, as I have deemed necessary to render
this opinion.

         Based upon and subject to the foregoing, and subject to approval of the
Plan by the  shareholders  of the  Company,  it is my  opinion  that the  Shares
delivered under the Plan will have been duly authorized and, when  consideration
therefor  shall  have  been  received  and  when  delivered  pursuant  to and in
accordance  with the Plan, the Shares so delivered will have been legally issued
and be fully paid and non-assessable.

         I hereby  consent to the use of my name in the  Registration  Statement
and to the  inclusion  of this  opinion as an exhibit  thereto.  By giving  such
consent,  I do not admit that I am within the category of persons  whose consent
is required under Section 7 of the Act.

                                                            Very truly yours,
                                                            /s/J. M. Baisley
                                                            General Counsel

(10)
EXHIBIT 23.1

                INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' CONSENT

     We  have  issued  our  report  dated  February  4,  1997  accompanying  the
consolidated  financial statements and schedule included in the Annual Report of
W.W. Grainger, Inc. on Form 10-K for the year ended December 31, 1996. We hereby
consent to the  incorporation  by reference of said report in this  Registration
Statement on Form S-8 and any related  Prospectus  and to the use of our name in
Item 3 of this Registration Statement on Form S-8.

                                                            GRANT THORNTON LLP

Chicago, Illinois
March 24, 1997

(11)