GRAINGER W W INC
8-K, 1995-03-02
DURABLE GOODS
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                                                            3 Pages Complete




                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                      FORM 8-K

                                   CURRENT REPORT

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



   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

   Date of Report (Date of earliest event reported)  March 2, 1995



                               Commission file number 1-5684



                       I.R.S. Employer Identification Number  36-1150280



                                   W.W. Grainger, Inc.
                               (An Illinois Corporation)



                                   5500 West Howard St.
                                  Skokie, IL  60077-2699



                                 Telephone (708) 982-9000

 




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<PAGE>                                    






   Item 5.  Other Events
            On March 1, 1995, the Board of Directors of the Company elected
            Richard L. Keyser, President and Chief Executive Officer,
            effective that date. A copy of the news release issued by the
            Company in this regard is provided as an exhibit to this report.
 
   Item 7.  Financial Statements and Exhibits

            (c)  Exhibits                                     EXHIBIT INDEX
                                                              -------------
                   (99)   Copy of News Release, issued by the          3
                          Company on March 2, 1995.
                              


                                         SIGNATURES


   Pursuant to the requirements of the Securities Exchange Act of 1934, the
   registrant has duly caused this report to be signed on its behalf by the
   undersigned hereunto duly authorized.




                                          W.W. GRAINGER, INC.
                                          --------------------
                                             (Registrant)


   Date:  March 2, 1995                    By:  /s/  J. D. FLUNO 
   -----------------------                 --------------------------
                                           J. D. Fluno, Vice Chairman




                                           










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<PAGE>


                                                                  Exhibit 99


   RICHARD L. KEYSER ELECTED
   PRESIDENT AND CHIEF EXECUTIVE OFFICER
   OF W.W. GRAINGER, INC. 

   CHICAGO (March 1, 1995) -- The Board of Directors of W.W. Grainger, Inc.
   elected Richard L. Keyser, 52, President and Chief Executive Officer, 
   effective this date. Mr. Keyser, who joined the Company in 1986 as Vice
   President, Operations was elected Executive Vice President and a Director
   in 1992, and President and Chief Operating Officer in 1994.

        David W. Grainger, who has served as the Company's chief executive
   since 1968, will remain Chairman of the Board.

        The Office of the Chairman, the Company's senior executive group,    
   will continue to be comprised of Jere D. Fluno, Vice Chairman; 
   Mr. Grainger; and Mr. Keyser. 

        Under the realigned structure, reporting to Mr. Fluno are finance,
   human resources, legal, and administrative services. Reporting to 
   Mr. Keyser are the operating business units and information services.

        W.W. Grainger, Inc. (GWW), with 1994 sales of $3 billion, is a 
   nationwide distributor of equipment, components, and supplies to the 
   commercial, industrial, contractor, and institutional markets. GWW shares
   are traded on the New York and Chicago stock exchanges.


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