As filed with the Securities and Exchange Commission on January 30, 1998.

                      File No. 333-________

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549


                             FORM S-8
                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933

               INDUSTRIAL DISTRIBUTION GROUP, INC.
       --------------------------------------------------
       (Exact Name of Issuer as Specified in its Charter)

       Delaware                                             58-2299339
    (State or Other                                      (I.R.S. Employer
    Jurisdiction of                                   Identification Number)
   Incorporation or
     Organization)

                         2500 Royal Place
                      Tucker, Georgia 30084
                          (770) 243-9000
----------------------------------------------------------------------
(Address and Telephone Number of Issuer's Principal Executive Offices)


     INDUSTRIAL DISTRIBUTION GROUP, INC. STOCK INCENTIVE PLAN
     --------------------------------------------------------
                    (Full Title of the Plans)

                         Martin S. Pinson
               Chairman and Chief Executive Officer
                         2500 Royal Place
                      Tucker, Georgia 30084
                          (770) 243-9000
------------------------------------------------------------------------------
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                            Copies to:
                       W. Randy Eaddy, Esq.
                     KILPATRICK STOCKTON LLP
                   1100 Peachtree Street, N.E.
                   Atlanta, Georgia 30309-4530
                          (404) 815-6500
<TABLE>
<CAPTION>
                                                         Calculation of Registration Fee
---------------------------------------------------------------------------------------------------------------------------------
                                                            Proposed Maximum             Proposed Maximum
    Title of Securities            Amount to                 Offering Price                 Aggregate                Amount of
     to be Registered            be Registered                Per Share <F1>                Offering Price          Registration Fee
---------------------------------------------------------------------------------------------------------------------------------
       <C>                      <S>                              <C>                       <C>                       <C>
       Common Stock             1,000,000 shares                 $17.09                    $17,093,750               $5,042.66
---------------------------------------------------------------------------------------------------------------------------------
<FN>
<F1> Determined in accordance with Rule 457(c) under the
Securities Act of 1933, based on $17.09, the average of the high
and low prices on the New York Stock Exchange on January 28,
1998.
</FN>
</TABLE>
<PAGE>
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents are incorporated by
reference into this Registration Statement and are deemed to be a
part hereof from the date of the filing of such documents:

     (1)  The Registrant's Prospectus dated September 23, 1997,
          filed pursuant to Rule 424(b) under the Securities Act of 1933,
          as amended (the "Securities Act").

     (2)  All other reports filed by the Registrant pursuant to
          Section 13(a) or 15(d) of the Exchange Act of 1934, as
          amended (the "Exchange Act"), since the filing of the
          Prospectus.

     (3)  The description of the Common Stock contained in the
          Registrant's registration statement on Form 8-A, filed
          under Section 12 of the Exchange Act, including all
          amendments or reports filed for the purpose of updating
          such description.

     (4)  All other 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 pursuant to this Registration
          Statement have been sold or which deregisters all
          securities that remain unsold.


ITEM 4.   DESCRIPTION OF SECURITIES

          Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Registrant's Certificate of Incorporation provides for
indemnification of directors to the full extent permitted by
Delaware law and, to the extent permitted by such law, eliminates
or limits the personal liability of directors to the Registrant
and its stockholders for monetary damages for certain breaches of
fiduciary duty and the duty of care.  Such indemnification may be
available for liabilities arising in connection with this
Offering.  Insofar as indemnification for liabilities under the
Securities Act may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions,
the Registrant has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable.  Pursuant to its Certificate of
Incorporation, the Registrant may indemnify its officers,
employees, agents and other persons to the fullest extent
permitted by Delaware law.  The Registrant's Bylaws obligate the

                               II-1

<PAGE>
Registrant, under certain circumstances, to advance expenses to
its directors and officers in defending an action, suit or
proceeding for which indemnification may be sought.

     The Registrant's Bylaws also provide that the Registrant
shall have the power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or
agent of the Registrant, or who, while a director, officer,
employee or agent, is or was serving as a director, officer,
trustee, general partner, employee or agent of one of the
Registrant's subsidiaries or, at the request of the Registrant,
of any other organization, against any liability asserted against
such person or incurred by such person in any such capacity,
whether the Registrant would have the power to indemnify such
person against such liability under Delaware law.  The Registrant
maintains such insurance on behalf of all of its directors and
executive officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

ITEM 8.   EXHIBITS

          The exhibits included as part of this Registration
Statement are as follows:

Exhibit Number                Description

4                             Industrial Distribution Group, Inc.
                              Stock Incentive Plan

5                             Opinion and Consent of Kilpatrick
                              Stockton LLP, counsel to the
                              Registrant

23.1                          Consent of Arthur Andersen LLP

23.2                          Consent of Miller & Co. LLP

23.3                          Consent of Schenck & Associates, SC

23.4                          Consent of Baird, Kurtz & Dobson



                               II-2
<PAGE>
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,
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; (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 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the 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 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.


                               II-3

<PAGE>
                            SIGNATURES
     Pursuant to the requirements of the Securities Act, 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 Atlanta, State of Georgia, on January 29, 1998.

                         INDUSTRIAL DISTRIBUTION GROUP, INC.

                         By:  /s/  Martin S. Pinson
                              Martin S. Pinson
                              Chairman and Chief Executive Officer


                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Martin S. Pinson
and Douglass C. Smith as attorneys-in-fact, having the power of
substitution, for them in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 and to file
the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities indicated on January 29, 1998.


  /s/  Martin S. Pinson            Chief Executive Officer and Chairman of the
MARTIN S. PINSON                   Board of Directors (Principal Executive
                                   Officer)

   /s/  Jack P. Healey             Vice Chairman, Chief Financial Officer,
JACK P. HEALEY                     Secretary and Director (Principal Financial
                                   and Accounting Officer)

  /s/  David K. Barth              Director
DAVID K. BARTH

  /s/  William J. Burkland         Director
WILLIAM J. BURKLAND

  /s/  William R. Fenoglio         Director
WILLIAM R. FENOGLIO

  /s/  William T. Parr             Director
WILLIAM T. PARR

   /s/  George L. Sachs, Jr.       Director
GEORGE L. SACHS, JR.

  /s/  Richard M. Seigel           Director
RICHARD M. SEIGEL

  /s/  Andrew B. Shearer           Director
ANDREW B. SHEARER

  /s/  Douglass C. Smith           Director
DOUGLASS C. SMITH

                              II-4<PAGE>
                              EXHIBIT INDEX
                                    TO
                    REGISTRATION STATEMENT ON FORM S-8



Exhibit Number                Description

4                             Industrial Distribution Group, Inc.
                              Stock Incentive Plan

5                             Opinion and Consent of Kilpatrick
                              Stockton LLP, counsel to the
                              Registrant

23.1                          Consent of Arthur Andersen LLP

23.2                          Consent of Miller & Co. LLP

23.3                          Consent of Schenck & Associates, SC

23.4                          Consent of Baird, Kurtz & Dobson
[{"type": "S-8", "sequence": "1", "description": "INDUSTRIAL DISTRIBUTION GROUP, INC.", "secsgml_size_bytes": 13384}]
{"company-data": {"conformed-name": "INDUSTRIAL DISTRIBUTION GROUP INC", "cik": "0001042351", "assigned-sic": "5080", "irs-number": "58229339", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45323", "film-number": "98518417"}, "business-address": {"street1": "2500 ROYAL PLACE", "city": "TUCKER", "state": "GA", "zip": "30084", "phone": "7702439000"}}
As filed with the Securities and Exchange Commission on January 30, 1998.

                      File No. 333-________

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                             FORM S-8
                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933

               INDUSTRIAL DISTRIBUTION GROUP, INC.
       --------------------------------------------------
       (Exact Name of Issuer as Specified in its Charter)

       Delaware                                             58-2299339
    (State or Other                                      (I.R.S. Employer
    Jurisdiction of                                   Identification Number)
   Incorporation or
     Organization)

                         2500 Royal Place
                      Tucker, Georgia 30084
                          (770) 243-9000
----------------------------------------------------------------------
(Address and Telephone Number of Issuer's Principal Executive Offices)

     INDUSTRIAL DISTRIBUTION GROUP, INC. STOCK INCENTIVE PLAN
     --------------------------------------------------------
                    (Full Title of the Plans)

                         Martin S. Pinson
               Chairman and Chief Executive Officer
                         2500 Royal Place
                      Tucker, Georgia 30084
                          (770) 243-9000
------------------------------------------------------------------------------
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                            Copies to:
                       W. Randy Eaddy, Esq.
                     KILPATRICK STOCKTON LLP
                   1100 Peachtree Street, N.E.
                   Atlanta, Georgia 30309-4530
                          (404) 815-6500
Calculation of Registration Fee
---------------------------------------------------------------------------------------------------------------------------------
                                                            Proposed Maximum             Proposed Maximum
    Title of Securities            Amount to                 Offering Price                 Aggregate                Amount of
     to be Registered            be Registered                Per Share
Offering Price          Registration Fee
---------------------------------------------------------------------------------------------------------------------------------
Common Stock             1,000,000 shares                 $17.09                    $17,093,750               $5,042.66
---------------------------------------------------------------------------------------------------------------------------------
Determined in accordance with Rule 457(c) under the
Securities Act of 1933, based on $17.09, the average of the high
and low prices on the New York Stock Exchange on January 28,
1998.
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents are incorporated by
reference into this Registration Statement and are deemed to be a
part hereof from the date of the filing of such documents:

     (1)  The Registrant's Prospectus dated September 23, 1997,
          filed pursuant to Rule 424(b) under the Securities Act of 1933,
          as amended (the "Securities Act").

     (2)  All other reports filed by the Registrant pursuant to
          Section 13(a) or 15(d) of the Exchange Act of 1934, as
          amended (the "Exchange Act"), since the filing of the
          Prospectus.

     (3)  The description of the Common Stock contained in the
          Registrant's registration statement on Form 8-A, filed
          under Section 12 of the Exchange Act, including all
          amendments or reports filed for the purpose of updating
          such description.

     (4)  All other 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 pursuant to this Registration
          Statement have been sold or which deregisters all
          securities that remain unsold.

ITEM 4.   DESCRIPTION OF SECURITIES

          Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Registrant's Certificate of Incorporation provides for
indemnification of directors to the full extent permitted by
Delaware law and, to the extent permitted by such law, eliminates
or limits the personal liability of directors to the Registrant
and its stockholders for monetary damages for certain breaches of
fiduciary duty and the duty of care.  Such indemnification may be
available for liabilities arising in connection with this
Offering.  Insofar as indemnification for liabilities under the
Securities Act may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions,
the Registrant has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable.  Pursuant to its Certificate of
Incorporation, the Registrant may indemnify its officers,
employees, agents and other persons to the fullest extent
permitted by Delaware law.  The Registrant's Bylaws obligate the

                               II-1
Registrant, under certain circumstances, to advance expenses to
its directors and officers in defending an action, suit or
proceeding for which indemnification may be sought.

     The Registrant's Bylaws also provide that the Registrant
shall have the power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or
agent of the Registrant, or who, while a director, officer,
employee or agent, is or was serving as a director, officer,
trustee, general partner, employee or agent of one of the
Registrant's subsidiaries or, at the request of the Registrant,
of any other organization, against any liability asserted against
such person or incurred by such person in any such capacity,
whether the Registrant would have the power to indemnify such
person against such liability under Delaware law.  The Registrant
maintains such insurance on behalf of all of its directors and
executive officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

ITEM 8.   EXHIBITS

          The exhibits included as part of this Registration
Statement are as follows:

Exhibit Number                Description

4                             Industrial Distribution Group, Inc.
                              Stock Incentive Plan

5                             Opinion and Consent of Kilpatrick
                              Stockton LLP, counsel to the
                              Registrant

23.1                          Consent of Arthur Andersen LLP

23.2                          Consent of Miller & Co. LLP

23.3                          Consent of Schenck & Associates, SC

23.4                          Consent of Baird, Kurtz & Dobson

                               II-2
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,
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; (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 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the 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 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.

                               II-3
SIGNATURES
     Pursuant to the requirements of the Securities Act, 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 Atlanta, State of Georgia, on January 29, 1998.

                         INDUSTRIAL DISTRIBUTION GROUP, INC.

                         By:  /s/  Martin S. Pinson
                              Martin S. Pinson
                              Chairman and Chief Executive Officer

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Martin S. Pinson
and Douglass C. Smith as attorneys-in-fact, having the power of
substitution, for them in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 and to file
the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities indicated on January 29, 1998.

  /s/  Martin S. Pinson            Chief Executive Officer and Chairman of the
MARTIN S. PINSON                   Board of Directors (Principal Executive
                                   Officer)

   /s/  Jack P. Healey             Vice Chairman, Chief Financial Officer,
JACK P. HEALEY                     Secretary and Director (Principal Financial
                                   and Accounting Officer)

  /s/  David K. Barth              Director
DAVID K. BARTH

  /s/  William J. Burkland         Director
WILLIAM J. BURKLAND

  /s/  William R. Fenoglio         Director
WILLIAM R. FENOGLIO

  /s/  William T. Parr             Director
WILLIAM T. PARR

   /s/  George L. Sachs, Jr.       Director
GEORGE L. SACHS, JR.

  /s/  Richard M. Seigel           Director
RICHARD M. SEIGEL

  /s/  Andrew B. Shearer           Director
ANDREW B. SHEARER

  /s/  Douglass C. Smith           Director
DOUGLASS C. SMITH

                              II-4
EXHIBIT INDEX
                                    TO
                    REGISTRATION STATEMENT ON FORM S-8

Exhibit Number                Description

4                             Industrial Distribution Group, Inc.
                              Stock Incentive Plan

5                             Opinion and Consent of Kilpatrick
                              Stockton LLP, counsel to the
                              Registrant

23.1                          Consent of Arthur Andersen LLP

23.2                          Consent of Miller & Co. LLP

23.3                          Consent of Schenck & Associates, SC

23.4                          Consent of Baird, Kurtz & Dobson