
<PAGE>   1

As filed with the Securities and Exchange Commission on December 29, 1995

                                                  Registration No. 33-________
_____________________________________________________________________________

                                   FORM S-8

                      SECURITIES AND EXCHANGE COMMISSION

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 BEARINGS, INC.
              (Exact name of issuer as specified in its charter)

Ohio                                            34-0117420
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)

3600 Euclid Avenue
Cleveland, Ohio                                                     44115
(Address of Principal Executive Offices)                          (Zip Code)

                                BEARINGS, INC.
                           RETIREMENT SAVINGS PLAN
                           (Full title of the plan)

                              Robert C. Stinson
                Vice President-Administration, Human Resources
                         General Counsel and Secretary
                               3600 Euclid Avenue
                            Cleveland, Ohio  44115
                    (Name and address of agent for service)

                                (216) 881-8900
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________

Title of                         Proposed             Maximum
Securities          Amount       maximum              aggregate    Amount of
to be               to be        offering             offering     registration
registered(1)       registered   price per share (2)  price (2)    fee (3)
_______________________________________________________________________________
Common Stock        700,000      $26.0625             $18,243,750  $6,291
without par value   Shares
_______________________________________________________________________________

(1)      Pursuant to Rule 416(c) under the Securities Act of 1933, as amended
         (the "Act"), this registration statement also covers an indeterminate
         amount of interests to be offered or sold pursuant to the employee
         benefit plan described herein.

(2)      Based on the average of high and low prices of securities of the same
         class as reported on the composite tape for securities listed on the
         New York Stock Exchange on December 21, 1995.

(3)      Computed in accordance with Rule 457(h) under the Act.
<PAGE>   2
                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference
- ---- --  ------------- -- --------- -- ---------

                 Bearings, Inc. (the "Company") incorporates by reference into
this registration statement the following documents:

                 (a)      The Company's Annual Report on Form 10-K for the year
                          ended June 30, 1995.

                 (b)      The Company's Quarterly Report on Form 10-Q for the
                          period ended September 30, 1995.

                 (c)      The description of the Company's Common Stock,
                          without par value, contained in the Company's
                          Registration Statement on Form 8-B dated October 18,
                          1988.

                 All documents subsequently filed by the Company or Bearings,
Inc. Retirement Savings Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to
the filing of a post-effective amendment that indicates all securities offered
have been sold, or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be part hereof from the date of filing of such documents.


Item 4.  Description of Securities
- ---- --  ----------- -- ----------

                 Not applicable.


Item 5.  Interests of Named Experts and Counsel
- ---- --  --------- -- ----- ------- --- -------

                 Not applicable.


Item 6.  Indemnification of Directors and Officers
- ---- --  --------------- -- --------- --- --------

                 Pursuant to Section 1701.13(E) of the Ohio Revised Code, the
Company will indemnify any director or officer and any former director or
officer of the Company, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him
or her by reason of the fact that he or she is or was such a director or
officer, in connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, to the
full extent permitted by applicable law.

                 Section 29 of the Code of Regulations of the Company provides
that the Company shall indemnify any person who is or was a director or officer
of the Company or who is serving at the request of the Company as a director,
officer or trustee of another enterprise (and his or her heirs, executors and
administrators) against expenses (including attorneys' fees, judgments, fines
and amounts paid in settlement) actually and reasonably incurred by him or her
by reason of the fact that he or she was such director, officer or





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trustee in connection with any threatened, pending or contemplated action, suit
or proceeding, whether civil, criminal, administrative or investigative to the
full extent and according to the procedures and requirements in the Ohio
Revised Code as the same may be in effect from time to time.

                 The Company has purchased insurance policies indemnifying its
officers and directors and the officers and directors of its subsidiaries
against claims and liabilities (with stated exceptions) to which they may
become subject by reason of their positions with the Company as officers and
directors.

                 The Company has also entered into agreements with its
directors and certain of its officers which indemnify them against claims and
liabilities to which they may become subject by reason of their position with
the Company.

Item 7.  Exemption from Registration Claimed
- ---- --  --------- ---- ------------ -------

                 Not applicable.

Item 8.  Exhibits
- ---- --  --------

                 (4)(a)     Amended and Restated Articles of Incorporation of
                            Bearings, Inc. filed with the Ohio Secretary of
                            State on October 18, 1988 (reference is made to
                            Exhibit (4)(a) to the Bearings, Inc. Form 8-K dated
                            October 21, 1988, SEC File No.  1-2299, which
                            exhibit is incorporated herein by reference).

                 (4)(b)     Code of Regulations of Bearings, Inc. adopted
                            September 6, 1988 (reference is made to Exhibit
                            (4)(b) to the Bearings, Inc. Form 8-K dated October
                            21, 1988, SEC File No. 1-2299, which exhibit is
                            incorporated herein by reference).

                 (4)(c)     Certificate of Amendment of Amended and Restated
                            Articles of Incorporation of Bearings, Inc. filed
                            with the Ohio Secretary of State on October 27,
                            1988 (reference is made to Exhibit (4)(c) to the
                            Bearings, Inc. Form 10-Q for the Quarter ended
                            September 30, 1988, SEC File No. 1-2299, which
                            exhibit is incorporated herein by reference).

                 (4)(d)     Certificate of Merger of Bearings, Inc. (Ohio) and
                            Bearings, Inc. (Delaware) filed with the Ohio
                            Secretary of State on October 18, 1988 (reference
                            is made to Exhibit (4) to the Bearings, Inc. Annual
                            Report on Form 10-K for the fiscal year ended June
                            30, 1989, SEC File No. 1-2299, which exhibit is
                            incorporated herein by reference).

                 (4)(e)     Certificate of Amendment of Amended and Restated
                            Articles of Incorporation of Bearings, Inc. filed
                            with the Ohio Secretary of State on October 17,
                            1990 (reference is made to Exhibit (4)(e) to the
                            Bearings, Inc. Form 10-Q for the quarter ended
                            September 30, 1990, SEC File No. 1-2299, which
                            exhibit is incorporated herein by reference).

                 (4)(f)     $80,000,000 Maximum Aggregate Principal Amount Note
                            Purchase and Private Shelf Facility dated October
                            31, 1992 between Bearings,





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                 Inc. and The Prudential Insurance Company of America
                 (reference is made to Exhibit (4)(f) to the Bearings, Inc.
                 Form 10-Q for the quarter ended September 30, 1992, SEC File
                 No. 1-2299, which exhibit is incorporated herein by
                 reference).

      (5)        Opinion of Squire, Sanders & Dempsey as to the legality of the
                 securities registered.

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

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

      (99)       Bearings, Inc. Retirement Savings Plan.

      (b)        The Company hereby undertakes that it will submit the
Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes required by the IRS in order to qualify
the Plan.





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<PAGE>   5
Item 9.  Undertakings
- ---- --  ------------

                 (a)       The Company hereby undertakes:

                           (1)  To file, during any period in which offers and
                           sales are being made, a post-effective amendment to
                           this registration statement to include any material
                           information with respect to the plan of distribution
                           not previously disclosed in this registration
                           statement or any material change to such information
                           in this registration statement;

                           (2)  That, for the purpose of determining any
                           liability under the Act, each such post-effective
                           amendment shall be deemed to be a new registration
                           statement relating to the securities offered
                           therein, and the offering of such securities at that
                           time shall be deemed to be the initial bona fide
                           offering thereof; and

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

                 (b)       The Company hereby undertakes that, for purposes of
determining any liability under the Act, each filing of its annual report
pursuant to section 13(a) or section 15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                 (h)       Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers and controlling persons
of the Company, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.





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                                   SIGNATURES


THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, State of Ohio, on the 29th day of
December 1995.


                                        BEARINGS, INC.


                                        By: /s/John C. Dannemiller
                                           -------------------------------      
                                            John C. Dannemiller
                                            Chairman of the Board and
                                            Chief Executive Officer



                                        By: /s/John R. Whitten
                                           -------------------------------      
                                            John R. Whitten
                                            Vice President-Finance and
                                            Treasurer


                 Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
SIGNATURE                     TITLE                              DATE
- ---------                     -----                              ----

<S>                           <C>                                 <C>

/s/ John C. Dannemiller       Chairman of the Board,             December 29, 1995
- -------------------------     Chief Executive Officer
John C. Dannemiller           and Director

/s/ John C. Robinson          President, Chief Operating         December 29, 1995
- -------------------------     Officer and Director
John C. Robinson

/s/ John R. Whitten           Vice President-Finance and         December 29, 1995
- -------------------------     Treasurer (Principal Financial
John R. Whitten               Officer)

                              Controller (Principal              ____________, 1995
- -------------------------     Accounting Officer)
Mark O. Eisele

                              Director                           ____________, 1995
- -------------------------
Mark O. Eisele
</TABLE>




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<PAGE>   7
<TABLE>
    <S>                      <C>         <C>
                              Director    ____________, 1995
- -------------------------
William E. Butler

/s/ Russel B. Every           Director    December 29, 1995
- -------------------------            
Russel B. Every

/s/ Russell R. Gifford        Director    December 29, 1995
- -------------------------
Russell R. Gifford

/s/ L. Thomas Hiltz           Director    December 29, 1995
- -------------------------
L. Thomas Hiltz

                              Director    ____________,1995
- -------------------------     
John J. Kahl

/s/ Jerry Sue Thornton, Ph.D. Director    December 29, 1995
- -------------------------
Jerry Sue Thornton, Ph.D.

</TABLE>


THE PLAN.  Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cleveland, State of
Ohio, on the 29th day of December 1995.



                                        BEARINGS, INC. RETIREMENT   
                                        SAVINGS PLAN

                                        BY BEARINGS, INC., AS
                                        PLAN ADMINISTRATOR

                                        By: /s/ John C. Dannemiller
                                           ----------------------------
                                            John C. Dannemiller
                                            Chairman of the Board and
                                            Chief Executive Officer





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<TABLE>
<CAPTION>

                                 EXHIBIT INDEX
                                 -------------                                           Page in
                                                                                      Registration
                                                                                        Statement
                                                                                        ---------
<S>              <C>                                                                  <C>
(4)(a)           Amended and Restated Articles of Incorporation of                          *
                 Bearings, Inc. filed with the Ohio Secretary of State
                 on October 18, 1988.

(4)(b)           Code of Regulations of Bearings, Inc. adopted September                    *
                 6, 1988.

(4)(c)           Certificate of Amendment of Amended and Restated                           *
                 Articles of Incorporation of Bearings, Inc. filed with
                 the Ohio Secretary of State on October 27, 1988.

(4)(d)           Certificate of Merger of Bearings, Inc. (Ohio) and                         *
                 Bearings, Inc. (Delaware) filed with the Ohio Secretary
                 of State on October 18, 1988.

(4)(e)           Certificate of Amendment of Amended and Restated                           *
                 Articles of Incorporation of Bearings, Inc. filed with
                 the Ohio Secretary of State on October 17, 1990.

(4)(f)           $80,000,000 Maximum Aggregate Principal Amount Note                        *
                 Purchase and Private Shelf Facility dated October 31,           
                 1992 between Bearings, Inc. and The Prudential Insurance
                 Company of America.

(5)              Opinion of Squire, Sanders & Dempsey as to the legality of the
                 securities registered.

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

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

(99)             Bearings, Inc. Retirement Savings Plan.


_________________________
* Incorporated herein by reference; See Item 8

</TABLE>





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