SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C.  20549

                                     FORM 10-K
(Mark One)
   (X)           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                    For the fiscal year ended December 31, 1995

                                        OR

   ( )           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                          Commission  File Number 0-6839

                               BRENCO, INCORPORATED
---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

          Virginia                                  54-0493835
---------------------------------      ------------------------------------
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)

    One Park West Circle
    Midlothian, Virginia                             23113
---------------------------------      ------------------------------------
(Address of principal executive                   (Zip Code)
             offices)

Registrant's telephone number, including area code (804) 794-1436
                                                   --------------
Securities registered pursuant to Section 12(b) of the Act:


<PAGE>


                                                Name of Each Exchange on
       Title of Each Class                           Which Registered
       -------------------                      -------------------------
             None                                         None
---------------------------------------------------------------------------
Securities registered pursuant to Section 12(g) of the Act:

                            Common Stock, $1 Par Value
---------------------------------------------------------------------------
                                 (Title of Class)

Indicate  by  check mark whether the registrant (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange  Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.
Yes   [X]      No   [ ]
                                        (CONTINUED)







































<PAGE>


Indicate by check mark if disclosure of delinquent filers pursuant to  Item
405  of  Regulation S-K is not contained herein, and will not be contained,
to  the  best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K  or  any
amendment to this Form 10-K.
                                        [ ]

      As of February 23, 1996, there were 10,193,021 shares of common stock
outstanding  and  the  aggregate market value of common  stock  of  Brenco,
Incorporated held by nonaffiliates was approximately $93,046,000.


                    DOCUMENTS INCORPORATED BY REFERENCE

Information from the following documents has been incorporated by reference
in this report:

Annual Report to shareholders for year ended December 31, 1995 - Part II

Proxy Statement dated March 8, 1996 - Part III


                                  PART I
Item 1.   Business

General

      Brenco,  Incorporated  was  founded in 1949.   Initially  Brenco  was
engaged  in the manufacture and sale of bronze bearings for use on railroad
freight cars.  In the early 1960s Brenco expanded into the manufacture  and
sale  of  tapered roller bearings for use on railroad freight cars  and  in
recent  years  has  begun the manufacture and sale of automotive  forgings.
Brenco  also  services and repairs used railroad bearings, and manufactures
lubrication  seals  for  use in railroad bearings and  for  sale  to  third
parties.   In  1979 Brenco discontinued the manufacture of bronze  friction
bearings.

      The  customer base for Brenco's products and services is made  up  of
major  railroads, car builders and automobile manufacturers, of which there
are  a limited number.  During 1995, sales to Trinity Industries, Inc., CSX
and  Progress  Rail  Services  amounted  to  $14,293,000,  $11,935,000  and
$9,804,000,  or  approximately 11.2%, 9.4% and  7.7%  of  1995  net  sales,
respectively.  Accounts receivable at December 31, 1995, includes $548,000,
$1,086,000 and $510,000 for the above customers, respectively.

      Regulations  prescribed  by  the Association  of  American  Railroads
require that principal component parts used by a railroad in the repair and
maintenance  of  railroad roller bearings be parts  made  by  the  original
bearing  manufacturer.   Thus  if domestic sales  of  new  railroad  roller
bearings  increase, it may be anticipated that the market for reconditioned
Brenco bearings and component parts for Brenco bearings will also increase.


                                      
                                      
                                      2
                                      
<PAGE>


      In  1995,  sales of automotive forgings represented 8.6% of  Brenco's
business.  Automotive  forgings  sales amounted  to  $10,949,000  in  1995,
$12,451,000  in  1994  and $11,637,000 in 1993.  These  products  are  sold
principally to original equipment manufacturers.

      Export sales to India, Canada, Brazil, Mexico, Australia and  to  FAG
for their worldwide markets amounted to $22,814,000 in 1995, $17,491,000 in
1994  and  $17,849,000  in  1993.   Brenco  has  no  foreign  manufacturing
facilities  and all products manufactured for export sales are manufactured
at  Brenco's Petersburg, Virginia facilities.  Payment for export sales  to
India  is  made  through the utilization of letters of  credit.   Sales  to
Canada and sales through FAG are on open account.  The Company believes the
profitability  of  its export business is approximately  the  same  as  its
domestic business.

Products

      The  roller  bearing is an anti-friction bearing that contains  steel
rollers  that  turn  as the axle rotates.  Basically,  the  tapered  roller
bearing made by Brenco consists of four components:  (1) the cone or  inner
race, (2) the cup or outer race, (3) the tapered rollers which roll between
the  cup and cone and (4) the cage which serves as a retainer and maintains
proper  spacing  between the rollers.  The design of such bearings  permits
the  distribution  of unit pressures over the full length  of  the  roller.
This  fact, coupled with its tapered design, high precision tolerances  and
top  quality material, provides a bearing with high load carrying capacity,
excellent friction-reducing qualities and a significantly longer life  than
older  friction-type bearings.  The tapered principle of  bearings  permits
ready  absorption of radial loads, imposed at right angles to the  axis  of
the bearing, and thrust loads which are exerted parallel to the axis of the
bearing.   For  this  reason,  they are particularly  adapted  to  reducing
friction where shafts, gears or wheels are used.

      Brenco has a separate plant for the manufacture of grease seals which
is a component part of the railroad roller bearing.

      Brenco  produces  automotive forgings for  automobile  manufacturers.
These products are sold as both unmachined and machined forgings.

      Sales of all Brenco's products are made through both a company  sales
force and independent manufacturer's representatives.

      Through  its wholly-owned subsidiary, Rail Link, Inc., Brenco  offers
third  party  switching.  This service, currently offered in ten  different
states,  entails  the switching of railcars between the  railroad  and  the
ultimate customers.

      Carolina Coastal Railway, Inc. and Commonwealth Railway, Inc., wholly
owned subsidiaries of Rail Link, Inc. operate short line railroads in North
Carolina  and Virginia, respectively.  In performing this service, railcars
are  moved  over  the short line route from the railroad  to  the  ultimate
customer.  All short line operations are under 25 miles in length.

                                      
                                      
                                      3

<PAGE>


Competition

       Brenco  is  principally  in  competition  with  one  other  domestic
manufacturer of railroad roller bearings, The Timken Company, and a  number
of foreign bearing manufacturers.
                                      
      Bearing  specifications  for  railroad roller  bearings  are  largely
determined  by  the Association of American Railroads.  As a result,  there
are  no  significant  differences between   manufacturers   in   terms   of
bearing design.  Consequently, the market for roller bearings, and railroad
roller bearings in particular, is extremely competitive in terms of product
performance and price.  Brenco believes that its emphasis on service to its
customers,  including the development of a number of service facilities  at
various  locations  throughout the United States for the reconditioning  of
used  bearings,  has been important to the development of  its  competitive
position.

      There are numerous manufacturers of automotive forgings including the
original  equipment manufacturers themselves.  Brenco's primary competition
is  currently  these  original  equipment manufacturers.   The  market  for
automotive forgings is extremely price competitive.

Backlog

      Brenco's  backlog  of orders at December 31, 1995  was  approximately
$24,499,000,  compared to $51,494,000 and $9,000,000 at December  31,  1994
and  1993, respectively.  The backlog at December 31, 1995, represented 2.3
months  of sales based upon average monthly sales for 1995.  This  compares
to 5.2 months of sales for 1994.

      As  demand for tapered roller bearings for new railcars increased  in
1994,  lead  times  were  extended.  With extended lead  times,  it  became
imperative  that customers enter orders earlier and for longer  periods  of
time.   1995 was a record sales year for the Company.  Demand for  bearings
for  the  OEM  market will be down in 1996.  As a result,  backlog  figures
reflect  a  more  conservative order pattern coupled  with  shortened  lead
times.

Raw Materials and Energy Use

      Raw  materials used in Brenco's business consist principally of  high
grade  steel  bars,  sheet and strip, wire and tubing.  Such  products  are
available  from  a  number  of  major steel producers,  both  domestic  and
foreign.   To  date  Brenco  has experienced  no  difficulty  in  obtaining
adequate  supplies of these raw materials for production purposes.   Brenco
does not have any long-term supply contracts.

     Brenco is a significant user of electricity.  Natural gas is also used
in  one department.  Brenco has had no difficulty in obtaining adequate gas
supplies to date, nor has Brenco received any indication that its supply of
electricity will be restricted or curtailed in the foreseeable future.

                                      
                                      
                                      
                                      4

<PAGE>


Capital Expenditures, Plant Expansion and Research

      Brenco's capital expenditures were $6,413,000 in 1995.

      Brenco's  capital  expenditure  budget  for  1996  is  approximately
$10,152,000.   Increased capacity and new business as well  as  maintaining
continuity of operations, are the major considerations.

      In  1993,  the Company licensed from Epilogics, Inc., an  engineering
design  firm in California, the exclusive manufacture rights to  a  one-way
clutch   design  for  automotive  transmissions  for  the  North   American
automotive  market.   The MD clutch has the potential  for  increasing  the
future  sales  of  our  Powertrain  Products  division,  but  will  require
substantial  development and marketing efforts in order to gain  acceptance
of the product by the major U.S. automobile manufacturers.

      The  amount  spent on research and development during Brenco's  three
most recent fiscal years is not material.

Environmental Matters

      During  1994,  the  Company  completed an  environmental  remediation
project at the Company's original manufacturing site at Puddledock Road  in
Petersburg,  Virginia.   The  total cost of  the  remediation  project  was
approximately  $7,000,000  which has been  charged  to  income  in  various
amounts each year since 1989.

      The  effect of these special charges in 1994 was to reduce net income
by $915,000 or $.09 per share.  The charges in 1993 decreased net income by
$1,414,000 or $.14 per share.

     The Company believes the remediation project to be complete.

Employees

      Brenco  had  1,052  employees at December  31,  1995.   Though  union
organization  campaigns  have been conducted at  its  Petersburg,  Virginia
plant  on  several occasions in prior years, Brenco is not a party  to  any
collective  bargaining  agreement.   Brenco  believes  its  employee  labor
relations are good.

Item 2.   Properties

      At  December  31, 1995 Brenco operated a total of four  manufacturing
plants  located on approximately 150 acres of land in Petersburg, Virginia.
The  four  plants  and surrounding facilities adjacent to its  headquarters
occupy approximately 60 of the 150 acre tract.  The plants in Virginia  are
on land owned by Brenco.  Brenco's production facilities at its Petersburg,
Virginia plant occupy approximately 400,000 square feet of production area.


                                      
                                      
                                      
                                      
                                      5

<PAGE>


      In general, the buildings are in good condition, are considered to be
adequate  for the uses to which they are being put and are in regular  use.
At  December 31, 1995 Brenco was operating at approximately 90% of capacity
at its Petersburg manufacturing facility.

      Reconditioning  plants  are operated by Brenco  affiliates  at  three
locations in various states.  Two of these facilities are leased and one is
owned  by Quality Bearing Service of Missouri, Inc.  These plants  are  not
considered material.

      The  Company leases approximately 14,000 square feet of a three story
concrete  and  steel  building in good condition in  Midlothian,  Virginia.
Approximately   40   people   are  located  at  this   location   including
Administration, Finance and Marketing personnel.

      The  Company  owns the machinery and equipment which is necessary  to
conduct its operations.

Item 3.   Legal Proceedings

      In  the  fourth quarter of 1995, a settlement was reached,  on  terms
favorable  to  the Company, in the previously disclosed litigation  pending
since February 4, 1991, which had been brought by GE against the Company in
the  Federal District Court of Connecticut alleging defects in  the  roller
bearings  sold to GE for use on certain railroad passenger cars.   (General
Electric Company v. Brenco, Incorporated;  Case No. 3:  91V000073 (WWE).)

      On  June 16, 1994, the Company and four of its subsidiaries filed  an
action  in  the  United States District Court for the Eastern  District  of
Virginia against Roller Bearing Industries, Inc. ("RBI").  The Company  and
its  subsidiaries asserted claims under the federal Lanham Act as  well  as
common  law fraud and unfair competition.  RBI filed a counterclaim against
the  Company for violation of federal and state antitrust laws,  defamation
and  tortious interference with contract.  After a trial on January  17-19,
1995, a jury found for RBI on its defamation claim and awarded compensatory
damages  in  the amount of $374,000.  The jury returned a verdict  for  the
Company on the remainder of RBI's claims and returned a verdict for RBI  on
the Company's claims.  The Court, on March 7, 1995, denied RBI's motion for
award of attorney fees, but awarded RBI $25,000 for certain expenses.   The
Company  has filed a notice of appeal to the United States Court of Appeals
for the Fourth Circuit.

      Except as set forth above, neither Brenco nor its subsidiaries  is  a
party   to  any  material  pending  legal  proceeding  before  any   court,
administrative  agency  or other tribunal (See also Item  1,  Environmental
Matters, page 5).

Item 4.   Submission of Matters to a Vote of Security Holders
          None.




                                      
                                      
                                      
                                      6
<PAGE>
                                      
                                      
                    EXECUTIVE OFFICERS OF THE REGISTRANT

     The executive officers of Brenco are elected by the board of directors
of the Company to serve one year terms.  Following is information about the
executive officers of Brenco as of the most recent practicable date:

     Needham B. Whitfield, age 59 has served as Chief Executive Officer and
Chairman  of  the  Board of Directors of the Corporation since  1985.   Mr.
Whitfield is the brother-in-law of John C. Kenny, a director.

      J.  Craig  Rice,  age  48, has served as President,  Chief  Operating
Officer  and Director of the Corporation since 1985 and is responsible  for
overall corporate policy.

      Jacob  M.  Feichtner, age 58, has served as Executive Vice President,
Secretary and Director of the Corporation since 1985.

      Robert  V.  Lawrence,  age  58,  has  served  as  Vice  President  of
Engineering since 1984.

      Howard J. Bush, age 42, has served as Vice President of Marketing and
Sales since 1989.

      Evan  J.  Roberts, age 40, has served as Vice President of Operations
since  1994.   Mr.  Roberts  previously served as  Vice  President,  Harsco
Corporation,  a  manufacturer of heavy duty trucks and school  buses,  from
1990-1994.

      S.  Bruce  Saunders, II, age 35, has served as Treasurer since  1994.
Mr.  Saunders previously held various positions with the Company from 1991-
1994,  including  Financial  Projects Manager  and  Director  of  Strategic
Planning & Capital Management.

      Donald  E.  Fitzsimmons,  age 54, has served  as  Vice  President  of
Railroad  Sales  since  1994.   Prior to 1994,  Mr.  Fitzsimmons  held  the
following  positions  with the Company: Regional Sales  Manager,  Assistant
Vice President - Sales and Vice President - Railroad Sales.

                                     PART II

Item 5.   Market for Brenco, Incorporated Common Stock and Related
          Shareholder Matters

     The principal market in which the Common Stock of Brenco, Incorporated
is  traded is the NASDAQ Over-the-Counter-National Market System.  The high
and  low  sales prices for the Common Stock on the NASDAQ Over-the-Counter-
National  Market System and the dividends paid per Common  Share  for  each
quarter in the last two fiscal years are incorporated by reference to  page
1 of the 1995 Annual Report.  For information on restrictions on payment of
dividends,  see Note 5 of Notes to Consolidated Financial Statements  under
item 8 of this Report.
                                      
                                      
                                      
                                      
                                      7
                                      
<PAGE>


      The approximate number of shareholders of record on February 23, 1996
was   2,021   (including  brokers,  dealers,  banks  and   other   nominees
participating in The Depository Trust Company).

Item 6.   Selected Financial Data

      Information required by this item is incorporated by reference to the
Brenco Annual Report to shareholders, page 14.

Item 7.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

      Information required by this item is incorporated by reference to the
Brenco Annual Report to shareholders, pages 14 and 15.

Item 8.   Financial Statements and Supplementary Data

      Information required by this item is incorporated by reference to the
Brenco Annual Report to shareholders as follows:

      Financial  Statements  and Independent Auditor's  Report  -  pages  4
through 13.

     Supplementary data - page 1, the information under "Selected Quarterly
Data".

Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

          None.
                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

      Information  required  by  this  item  concerning  directors  of  the
registrant is incorporated by reference to the Brenco Proxy Statement dated
March 8, 1996, pages 4 and 5 under "Election of Directors".  Information on
the  executive officers of the registrant is included in Part I  under  the
caption "Executive Officers of the Registrant".

Item 11.  Executive Compensation

      Information required by this item is incorporated by reference to the
Brenco  Proxy  Statement  dated March 8, 1996, pages  6  through  10  under
"Executive Compensation".

Item 12.  Security Ownership of Certain Beneficial Owners and Management

      Information required by this item is incorporated by reference to the
Brenco  Proxy  Statement  dated March 8, 1996,  pages  1  through  3  under
"Security Ownership of Certain Beneficial Owners and Management".


                                      
                                      
                                      8

<PAGE>


Item 13.  Certain Relationships and Related Transactions

      Information required by this item concerning certain relationships is
incorporated  by  reference to the Brenco Proxy Statement  dated  March  8,
1996, page 5, footnote (1) through (3), under "Election of Directors."


                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K:

  (a) 1.  Financial Statements:


      The  following  statements are incorporated in Part  II,  Item  8  by
reference to the Brenco Annual Report to Shareholders (page references  are
to page numbers in the Brenco Annual Report):

                                                              Page Number
                                                              -----------
       Independent Auditor's Report                                13

       Consolidated Balance Sheets as of
            December 31, 1995 and 1994                              6

       Consolidated Statements of Income for
            the three years ended December 31, 1995,
            1994 and 1993                                           4

       Consolidated Statements of Shareholders' Equity
            for the three years ended December 31, 1995,
            1994 and 1993                                           5

       Consolidated Statements of Cash Flows for the
            three years ended December 31, 1995, 1994
            and 1993                                                7

       Notes to Consolidated Financial Statements                 8 - 12

  (a) 2.  Financial Statement Schedules:

      Financial  statement schedules are omitted because of the absence  of
conditions   under  which  they  are  required  or  because  the   required
information is given in the financial statements or notes thereto.

  (a) 3.  Exhibits

      3.1 Articles of Incorporation, as amended.
          (incorporated herein by reference to Form SE dated March 27,
          1991).



                                      
                                      
                                      9

<PAGE>


      3.2 Bylaws, as amended.
          (incorporated herein by reference to Exhibit 3.2 included in the
           Company's  Report on Form 10-Q for the quarter  ended  June  30,
          1995).

      4.1 Note Agreements dated as of September 1, 1992, providing for the
          issuance in the aggregate of $10,000,000 7.50% Senior Notes due
          May 1, 2002 (incorporated herein by reference to Form SE dated
          March 26, 1993).

     10.1 Employment Agreement dated as of September 8, 1983, between the
          Company and J. Craig Rice (incorporated herein by reference to
          Form SE dated March 26, 1993).

     10.2 Employment Agreement dated as of September 8, 1983, between the
          Company and Jacob M. Feichtner (incorporated herein by reference
          to Form SE dated March 26, 1993).

     10.3 Employment Agreement dated as of September 8, 1983, between the
          Company and Robert V. Lawrence (incorporated herein by reference
          to Exhibit 10.3 included in the Company's Report on Form 10-K for
          the year ended December 31, 1993, as amended on Form 10-K/A,
          Amendment No. 1).

     10.4 1987 Restricted Stock Plan of the Company, as amended.

     10.5 1988 Stock Option Plan of the Company, as amended (incorporated
          herein by reference to Exhibit 10.5 included in the Company's
          Report on Form 10-K for the year ended December 31, 1993 as
          amended on Form 10-K/A, Amendment No. 1).

     10.6 Executive  Incentive Retirement Plan  (incorporated  herein  by
          reference to Exhibit 10.6 included in the Company's Report on
          Form 10-K for the year ended December 31, 1994).

     13.  Portions of the 1995 Annual Report to Shareholders which are
          incorporated by reference into this Report on Form 10-K.

     21.  Subsidiaries of the registrant.

     23.  Consent of Independent Auditors.

     27.  Financial Data Schedules.

      Management Contracts and Compensatory Plans.  Set forth below are the
management contracts or compensatory plans and arrangements required to  be
filed  as  Exhibits  to this Annual Report pursuant to Item  14(c)  hereof,
including their location:



                                      
                                      
                                      
                                      
                                     10
                                      
<PAGE>


      Employment  Agreement  dated as of September  8,  1983,  between  the
Company and J. Craig Rice - Exhibit 10.1 to the Company's Annual Report  on
Form  10-K for the year ended December 31, 1992 (filed under cover of  Form
SE dated March 26, 1993).

      Employment  Agreement  dated as of September  8,  1983,  between  the
Company  and  Jacob  M.  Feichtner - Exhibit 10.2 to the  Company's  Annual
Report on Form 10-K for the year ended December 31, 1992 (filed under cover
of Form SE dated March 26, 1993).

      Employment  Agreement  dated as of September  8,  1983,  between  the
Company  and  Robert  V. Lawrence - Exhibit 10.3 to  the  Company's  Annual
Report  on  Form 10-K for the year ended December 31, 1993 (as  amended  on
Form 10-K/A, Amendment No. 1).

      1987 Restricted Stock Plan of the Company, as amended - Exhibit  10.4
to the Company's Annual Report on Form 10-K for the year ended December 31,
1995.

      1988  Stock Option Plan of the Company, as amended April 15,  1993  -
Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1993 (as amended on Form 10-K/A, Amendment No. 1).

      Executive  Retirement Incentive Plan - Exhibit 10.6  to  the  Company
Annual Report on Form 10-K for the year ended December 31, 1994.

  (b) Reports on Form 8-K

      There were no reports on Form 8-K for the three months ended December
31, 1995.
















                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                     11
                                      
<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange  Act  of 1934, the registrant has duly caused this  report  to  be
signed on its behalf by the undersigned, thereunto duly authorized.



                                BRENCO, INCORPORATED

March 22, 1996                  BY:  /s/  J. Craig Rice
                                --------------------------------------
                                          J. Craig Rice
                                          President
                                     (Chief Operating Officer)

March 22, 1996                  BY:  /s/  Jacob M. Feichtner
                                --------------------------------------
                                          Jacob M. Feichtner
                                          Executive Vice President &
                                               Secretary
                                         (Chief Financial and
                                           Accounting Officer)





























                                      
                                      
                                     12
                                      
<PAGE>


      Pursuant to the requirements of the Securities Exchange Act of  1934,
this  report  has  been signed by the following persons on  behalf  of  the
registrant and in the capacities and on the dates indicated.


                                Chairman of the
/s/  Needham B. Whitfield       Board and Chief Executive
--------------------------------Officer and Director        March 22, 1996
     Needham B. Whitfield

                                President and Chief Operating
/s/  J. Craig Rice              Officer of the Company
--------------------------------and Director                March 22, 1996
     J. Craig Rice

                                Executive Vice President &
/s/  Jacob M. Feichtner         Secretary of the Company
--------------------------------and Director                March 22, 1996
     Jacob M. Feichtner

/s/  Steven M. Johnson          Director                    March 22, 1996
--------------------------------
     Steven M. Johnson

/s/  John C. Kenny              Director                    March 22, 1996
--------------------------------
     John C. Kenny

/s/  James M. Wells III         Director                    March 22, 1996
--------------------------------
     James M. Wells III

/s/  Frederic W. Yocum, Jr.     Director                    March 22, 1996
--------------------------------
     Frederic W. Yocum, Jr.
















                                      
                                      
                                      
                                      
                                     13

<PAGE>


                                                       EXHIBIT 10.4

Section 1.  Establishment, Purpose, and Effective Date of Plan

      1.1   Establishment.  Brenco, Incorporated hereby establishes a stock
incentive plan for key Employees, as described herein, which shall be known
as  the Brenco, Incorporated 1987 Restricted Stock Plan (hereinafter called
the "Plan").

      1.2   Purpose.  The purpose of the Plan is to enable the  Company  to
attract,  retain, and motivate key Employees who provide valuable  services
to  the Company, and to provide such Employees with a means of acquiring or
increasing a proprietary interest in the Company so that they will have  an
increased incentive to work for the long-term success of the Company.

      1.3   Shareholder Approval.  The Plan shall become  effective  as  of
April 16, 1987, subject to approval by the shareholders of the Company.

Section 2.  Definitions

      Whenever used herein, the following terms shall have the meanings set
forth below:

      (a)  "Board" means the Board of Directors of Brenco, Incorporated.

      (b)  "Committee" means a Committee of the Board consisting of three or
more  members of the Board who are not, and who have not been at  any  time
within  one year prior to appointment to the Committee, eligible to receive
Stock under the Plan, or Stock, stock options, or stock appreciation rights
under another company plan.

      (c)  "Company" means Brenco, Incorporated, a Virginia corporation, as
well  as any subsidiary more than 50% of whose total combined voting  stock
of  all classes is owned by Brenco, Incorporated either directly or through
one or more of its subsidiaries.

      (d)   "Employee"  means any key executive in charge  of  a  principal
division,  business  unit,  or department of the  Company,  and  any  other
individual  who performs similar managerial and professional functions  for
the Company.

      (e)   "Grantee" means an Employee who shall have received a grant  of
restricted Stock under the Plan.

      (f)   "Period  of  Restriction" means the  period  during  which  the
transfer of shares of restricted Stock granted under the Plan is restricted
pursuant to Section 7 hereof.

      (g)  "Stock" means the Common Stock, par value of $1.00 per share, of
the Company.
                                      
                                      
                                      
                                      
                                      
                                     14
                                      
<PAGE>


Section 3.  Eligibility and Participation

     Grantees shall be limited to Employees as determined by the Committee.

Section 4.  Administration

     The Committee shall be responsible for the administration of the Plan.
The  Committee, by majority action thereof, is authorized to interpret  the
Plan,  to  prescribe, amend, and rescind rules and regulations relating  to
the  Plan,  provide  for  conditions and  assurances  deemed  necessary  or
advisable  to protect the interests of the Company, and to make  all  other
determinations necessary or advisable for the administration of  the  Plan,
but  only to the extent not contrary to the express provisions of the Plan.
Determinations,  interpretations, or other actions made  or  taken  by  the
Committee pursuant to the provisions of the Plan shall be final and binding
and conclusive for all purposes and upon all persons whomsoever.

Section 5.  Stock Subject to the Plan

      5.1   Number.  The total number of shares of Stock that may be issued
under the Plan may not exceed 200,000 subject to adjustment as provided  in
Section  5.3.  Those shares may consist, in whole or in part, of authorized
but  unissued Stock or shares of Stock reacquired by the Company, including
shares purchased in the open market, not reserved for any other purpose.

     5.2  Unused Stock.  In the event any shares of Stock subject to grants
made under the Plan are reacquired by the Company pursuant to Section 8  of
the  Plan, such reacquired shares again shall become available for issuance
under the Plan.

     5.3   Adjustments in Capitalization.  In the event of reorganization,
recapitalization,  stock  split,  stock  dividend,  merger,  consolidation,
combination  or  exchange of shares, rights, offering or any  other  change
affecting  the  Stock, the Committee may make, subject to approval  of  the
Board, appropriate changes in the aggregate number of shares issuable under
this  Plan, and in the number of shares subject to restricted Stock  grants
then outstanding under this Plan.

Section 6.  Duration of the Plan

     Subject to the Board's right to terminate the Plan pursuant to Section
10  hereof,  the  Plan shall remain in effect until all Stock  acquired  by
Grantees  pursuant to the provisions of the Plan shall have  been  released
from restrictions pursuant to Section 7.4, Section 8, or Section 11 hereof.
Notwithstanding the foregoing, no awards of Stock may be granted under  the
Plan after the tenth (10th) anniversary of the Plan's effective date.





                                      
                                      
                                      
                                      
                                     15
                                      
<PAGE>


Section 7.  Restricted Stock

      7.1  Grant of Restricted Stock.  Subject to Section 3 and 5.1 hereof,
the  Committee,  at  any time and from time to time, may  grant  shares  of
restricted Stock under the Plan to such Employees and in such amounts as it
shall  determine.  Each grant of restricted Stock shall be in  writing  and
signed  by a duly authorized officer of the Company.  Certificates for  the
Stock  so  granted  shall  be registered in the name  of  the  Grantee  and
deposited by him, together with a stock power endorsed in blank,  with  the
Company  under such restrictions as the Committee shall determine  pursuant
to  the  provisions  of  Section 7.  Upon release  or  expiration  of  such
restrictions,  the  Company shall redeliver to the  Grantee  the  Stock  so
deposited by him.

      7.2  Transferability.  Except as contemplated by Sections 8, 9.2, and
11  hereof,  the shares of restricted Stock granted hereunder  may  not  be
sold,   transferred,   pledged,  assigned,  or   otherwise   alienated   or
hypothecated  for the Period of Restriction determined by the Committee  in
accordance  with  Section 7.3 which shall be specified in  writing  in  the
restricted Stock grant.

      7.3   Period  of  Restriction.  The Period of  Restriction  for  each
restricted Stock grant shall not exceed five years or such lesser period as
may be necessary to satisfy any performance goals which may be specified by
the  Committee;  provided, however, that except as  otherwise  provided  in
Section 7.5, 8, and 11 hereof, the Period of Restriction shall not be  less
than two years.

      7.4   Removal  of  Restrictions.  Except  as  otherwise  provided  in
Sections 7.5, 8, and 11 hereof, shares of restricted Stock covered by  each
restricted   Stock  grant  made  under  this  Plan  shall   become   freely
transferable  by  the  Grantee  after  the  last  day  of  the  Period   of
Restriction.

      7.5   Other  Restrictions.  The Committee  shall  impose  such  other
restrictions  on any shares granted pursuant to the Plan  as  it  may  deem
advisable  including,  without  limitation, restrictions  under  applicable
federal  or  state securities laws, and may legend the Stock certificate(s)
to give appropriate notice of such restrictions.

      7.6   Certificate  Legend.   In addition to  any  legends  placed  on
certificates  pursuant to Section 7.5 hereof, each certificate representing
shares  of  restricted Stock granted pursuant to this Plan shall  bear  the
following legend:

           "The  sale  or other transfer of shares of Stock represented  by
     this  certificate, whether voluntary, involuntary, or by operation  of
     law,  is subject to certain restrictions on transfer set forth in  the
     1987   Brenco,   Incorporated  Restricted   Stock   Plan,   rules   of
     administration adopted  pursuant  to  such  Plan,  and  a   restricted
     Stock  grant  dated . . . . A copy of the Plan, such rules,  and  such
     restricted  Stock  grant may be obtained from  the  Secretary  of  the
     Company."


                                     16

<PAGE>


Once the shares are released from the restrictions pursuant to Section  7.4
hereof,  the Grantee shall be entitled to have the legend required by  this
Section 7.6 removed from his Stock certificate(s).

      7.7   Voting  Rights.   During the Period  of  Restriction,  Grantees
holding  shares  of  restricted Stock granted hereunder may  exercise  full
voting rights with respect to those shares.

      7.8   Dividends  and  Other  Distributions.   During  the  Period  of
Restriction, Grantees holding shares of restricted Stock granted  hereunder
shall   be   entitled  to  receive  currently  all  dividends   and   other
distributions paid with respect to those shares while they are so held.  If
any such dividends or distributions are paid in shares, the shares shall be
registered  in  the name of the Grantee and deposited with the  Company  as
provided in Section 7.1 hereof and the shares shall be subject to the  same
restrictions  on  transferability as the shares of  restricted  Stock  with
respect to which they were paid.

Section 8.  Termination of Employment

      8.1   Termination of Employment Due to Death or Permanent  and  Total
Disability.  In the event that the employment with the Company of a Grantee
is  terminated  because  of death or permanent and  total  disability,  any
remaining Period of Restriction applicable to the restricted Stock of  such
Grantee  pursuant  to Section 7 hereof shall automatically  terminate  and,
except  as  otherwise provided in Section 7.5, the shares  of  Stock  shall
thereby be free of restrictions and freely transferable.

      8.2   Termination of Employment Due to Retirement.  In the event  the
employment  with  the  Company  of  a  Grantee  is  terminated  because  of
retirement as defined in the Company's Retirement Plan during the Period of
Restriction, the restrictions applicable to the shares of restricted  Stock
of  such Grantee pursuant to Section 7 hereof shall terminate, in the  sole
discretion of the Committee, with respect to a number of shares (rounded to
the  nearest  whole  number) up to the total number  of  restricted  shares
granted to such Grantee, multiplied by the number of full months which have
elapsed  since  the  date of grant divided by the maximum  number  of  full
months  of  the  Period  of  Restriction.  All remaining  shares  shall  be
forfeited  and  returned  to  the  Company;  provided,  however,  that  the
Committee may, in its sole discretion, waive the restrictions remaining  on
any or all such remaining shares.

       8.3   Termination  of  Employment  for  Reasons  Other  Than  Death,
Disability,  or  Retirement.  In the event that  the  employment  with  the
Company  of  a  Grantee is terminated for any reason other than  those  set
forth in Sections 8.1 and 8.2 hereof during the Period Of Restriction, then
any   shares  of  restricted  Stock  of  such  Grantee  still  subject   to
restrictions  at  the  date  of  such termination  shall  automatically  be
forfeited  and  returned to the Company; provided, however,  that,  in  the
event  of an involuntary termination of the employment of a Grantee by  the
Company,  the  Committee may, in its sole discretion, waive  the  automatic
forfeiture  of any or all such shares and/or may add such new  restrictions
to such shares as it deems appropriate.


                                     17
                                      
<PAGE>


      8.4   Termination  of  Employment  after  Change  in  Composition  of
Directors  or Stock Ownership.  Notwithstanding the provisions of  Sections
8.2  and 8.3, in the event the employment with the Company of a Grantee  is
terminated  for any reason after (i) the composition of a majority  of  the
Board  of  Directors is changed by reason of election of new Directors  not
nominated  by  the Board of Directors or (ii) any person,  corporation,  or
other  entity or group thereof has acquired the "beneficial ownership"  (as
the term is used in Section 13(d)(1) of the Securities Exchange Act of 1934
and  rules and regulations promulgated thereunder), directly or indirectly,
of  twenty-eight percent (28%) or more of the outstanding shares of  Stock,
any  remaining Period of Restriction applicable to the restricted Stock  of
such  Grantee  pursuant  to Section 7 hereof shall automatically  terminate
and, except as otherwise provided in Section 7.5, the shares of Stock shall
thereby be free of restrictions and freely transferable.

Section 9.  Rights of Employees; Recipients of Grants

      9.1   Employment.  Nothing in this Plan or in any grant of restricted
Stock shall interfere with or limit in any way the right of the Company  to
terminate  any Employee's or Grantee's employment at any time,  nor  confer
upon  any  Employee or Grantee any right to continue in the employ  of  the
Company.

      9.2  Nontransferability of Restricted Stock.  No rights or shares  of
restricted Stock granted under the Plan may be sold, transferred,  pledged,
assigned, or otherwise alienated or hypothecated, otherwise than by will or
by  the  laws  of  descent and distribution until the  termination  of  the
applicable  Period of Restriction.  All rights granted to a  Grantee  under
the  Plan  shall be exercisable during his lifetime only by  such  Grantee.
Upon  the  death of a Grantee, his legal representative or beneficiary  may
exercise his rights under the Plan.

Section 10.  Amendment and Termination

      The  Board,  upon recommendation of the Committee, at  any  time  may
terminate,  and at any time and from time to time and in any  respect,  may
amend  or  modify the Plan, provided, however, that no such action  of  the
Board, without approval of shareholders may:

     (a)  Increase the maximum number of shares of Stock that may be issued
under the Plan except as provided in Section 5.3 of the Plan.

     (b)   Extend the period during which shares of Stock may  be  granted
under the Plan.

     (c)  Modify the requirements as to eligibility for participation under
the Plan.

     (d)  Increase materially the benefits accruing to Grantees under  the
Plan.



                                      
                                      
                                     18
                                      
<PAGE>



     (e)  Increase materially the cost of the Plan.

     (f)  Withdraw the administration of the Plan from the Committee.

     (g)   Change  the  provision in the Plan as to the qualification  for
membership on the Committee.

No  amendment, modification, or termination of the Plan shall in any manner
adversely  affect any Stock theretofore granted under the Plan without  the
consent of the Grantee.

Section   11.   Reorganization,  Merger,  Consolidation,   Acquisition   or
Dissolution

      In  the  event  of  (i)  the  dissolution  of  the  Company,  (ii)  a
reorganization, merger, consolidation, or acquisition in which the  Company
is  not the surviving corporation, or (iii) a transfer of substantially all
the assets or a majority of the outstanding Stock of the Company to another
corporation  not controlled by the Company's shareholders, all restrictions
shall  lapse  on  shares of restricted Stock granted  under  the  Plan  and
thereafter such shares shall be freely transferable by the Grantee, subject
to applicable federal or state securities laws.

Section 12.  Tax Withholding

      The  Company,  as appropriate, shall have the right to  withhold  any
Federal, State, or local taxes required by law to be withheld with  respect
to  any  awards under the Plan; the Grantee or other person receiving  such
restricted Stock may be required to pay to the Company, as appropriate, the
amount  of  any  such taxes which the Company is required to withhold  with
respect to such restricted Stock.

Section 13.  Indemnification

      Each person who is or shall have been a member of the Committee or of
the  Board shall be indemnified and held harmless by the Company  from  any
loss,  cost,  liability, or expense that may be imposed upon or  reasonably
incurred  by him in connection with any claim, action, suit, or  proceeding
to  which he may be a party by reason or any action taken or failure to act
under  the  Plan.   The  foregoing right of indemnification  shall  not  be
exclusive  of  any rights of indemnification to which such persons  may  be
entitled  under the Company's Articles of Incorporation or  By-Laws,  as  a
matter  of  law, or otherwise, or any power that the Company  may  have  to
indemnify them or hold them harmless.

Section 14.  Governing Law

      The  Plan,  and  all grants and other documents delivered  hereunder,
shall be construed in accordance with and governed by the laws of Virginia.



                                      
                                      
                                     19
                                      
<PAGE>



Section 15.  Expenses of Plan

     The expenses of administering the Plan shall be borne by the Company.







                                      









































                                      
                                      
                                     20
                                      
<PAGE>

<TABLE>
                                                       EXHIBIT 13

Selected Quarterly Data
<CAPTION>


(In thousands, except per share amounts)
                                           1995 Quarters
                                1st       2nd       3rd       4th
<S>                           <C>       <C>       <C>       <C>
Net sales                     $35,232   $32,642   $29,793   $29,472
Gross profit                    9,732     8,046     7,801     6,520
Net income                      3,640     2,706     2,440     1,874
Net income per share              .36       .27       .24       .18





                                           1994 Quarters
                                1st       2nd       3rd       4th
<S>                           <C>       <C>       <C>       <C>
Net sales                     $28,124   $29,741   $29,042   $30,990
Gross profit                    6,631     7,400     7,005     8,547
Net income                      1,864     2,357     2,218     2,363
Net income per share              .19       .23       .22       .23




Stock Prices (Wall Street Journal)         1995                  1994
                                       High     Low         High       Low
  <S>                                 <C>      <C>         <C>        <C>
  1st Quarter                         13       10 5/8      12 1/2     8 1/4
  2nd Quarter                         14 1/2   12          13 1/4     9 1/8
  3rd Quarter                         12 5/8    9 13/16    14        11 1/2
  4th Quarter                         12       10 1/8      13 1/4    11 1/4




Dividends Declared                                 1995            1994
     <S>                                          <C>             <C>
     1st Quarter                                  $ .06           $ .05
     2nd Quarter                                    .07             .05
     3rd Quarter                                    .07             .06
     4th Quarter                                    .07             .06

<FN>
We have paid a cash quarterly dividend since 1952.
The amount of future dividends is dependent on
future earnings, capital requirements and the general
condition of the company.

                                     21
                                      
</TABLE>
<PAGE>
<TABLE>

Consolidated Statements Of Income

                                         Years Ended December 31
<CAPTION>
                                 1995            1994           1993
<S>                         <C>             <C>            <C>
NET SALES                   $127,139,364    $117,897,044   $ 98,723,878
---------------------------------------------------------------------------
Costs and Expenses:
  Cost of goods sold          95,040,017      88,313,611     77,250,896
  Administrative and selling
    expenses                  15,136,712      14,413,648     12,161,980
---------------------------------------------------------------------------
                             110,176,729     102,727,259     89,412,876
---------------------------------------------------------------------------
Operating Income              16,962,635      15,169,785      9,311,002
Interest Expense           (     723,485)  (     798,671)  (    740,844)
Gain (Loss) on Sale of
  Assets                   (     453,168)        972,519   (     11,835)
Special Charge for
  Environmental
  Expenditures (Note 8)               --   (   1,490,000)  (  2,300,000)
Other Income                   1,122,671         701,329        634,243
---------------------------------------------------------------------------
Income before Income Taxes    16,908,653      14,554,962      6,892,566
Income Taxes (Note 3)          6,248,816       5,753,272      2,651,600
---------------------------------------------------------------------------
NET INCOME                  $ 10,659,837    $  8,801,690   $  4,240,966
===========================================================================
Net Income per Share        $       1.05    $        .88   $        .43
===========================================================================
Weighted Average Number of
  Shares Outstanding          10,135,257      10,050,454      9,941,909
===========================================================================

<FN>

See Notes to Consolidated Financial Statements.
















                                     22
</TABLE>

<PAGE>
<TABLE>

Consolidated Statements Of Shareholders' Equity

<CAPTION>
                                                    Additional
                              Common Stock, Issued   Paid-In    Retained
                              Shares    Par Value    Capital    Earnings

<S>                           <C>       <C>          <C>       <C>
Balance, December 31, 1992    9,860,364 $9,860,364   $379,038  $34,852,378
  Net income                                                     4,240,966
  Issuance under stock option
    and stock participation
    plans                       145,148    145,148    637,752         --
  Reacquired shares         (       167)(      167)(    1,815)        --
  Tax benefit from disqualifying
    disposition of option shares                      166,524         --
  Dividends declared ($.20 per
    share)                                                     ( 1,991,080)
---------------------------------------------------------------------------
Balance, December 31, 1993   10,005,345 10,005,345  1,181,499   37,102,264
  Net income                                                     8,801,690
  Issuance under stock option
    and stock participation
    plans                        80,255     80,255    510,237          --
  Tax benefit from disqualifying
    disposition of option shares                       29,871          --
  Dividends declared ($.22 per
    share)                                                    ( 2,212,980)
---------------------------------------------------------------------------
Balance, December 31, 1994   10,085,600 10,085,600  1,721,607   43,690,974
  Net income                                                    10,659,837
  Issuance under stock option
    and stock participation
    plans                        81,115     81,115    407,715          --
  Reacquired shares         (        49)(       49)(      521)         --
  Tax benefit from disqualifying
    disposition of option shares                       91,703          --
  Dividends declared ($.27 per
    share)                                                    ( 2,738,872)
---------------------------------------------------------------------------
Balance, December 31,
  1995                       10,166,666 $10,166,666 $2,220,504 $51,611,939
===========================================================================

<FN>

See Notes to Consolidated Financial Statements.







                                     23
</TABLE>

<PAGE>
<TABLE>

Consolidated Balance Sheets
<CAPTION>

                                                    December 31
                                                1995           1994

Assets
<S>                                        <C>            <C>
Current Assets:
  Cash and cash equivalents                $ 10,483,908   $  6,650,133
  Accounts receivable-net of allowance
    for doubtful accounts of $286,773
    (1994-$279,469)                          19,194,342     18,303,819
  Inventories:
    Finished goods                            4,921,929      3,060,172
    Work in process                           9,779,330      9,616,104
    Raw material                              2,980,968      2,893,182
---------------------------------------------------------------------------
                                             17,682,227     15,569,458
    Less:  Lifo reserve                       1,716,200      1,466,351
---------------------------------------------------------------------------
                                             15,966,027     14,103,107
---------------------------------------------------------------------------
Prepaid expenses                              1,974,029      1,489,722
Deferred income taxes (Note 3)                  875,291        908,091
Income taxes recoverable                      1,026,097        513,003
---------------------------------------------------------------------------
      TOTAL CURRENT ASSETS                   49,519,694     41,967,875
---------------------------------------------------------------------------
Other Assets                                    670,845         55,504
---------------------------------------------------------------------------
Property and Equipment:
  Land and improvements                       4,094,216      4,056,137
  Buildings                                  13,051,103     11,499,555
  Machinery and equipment                    76,463,983     77,042,859
---------------------------------------------------------------------------
                                             93,609,302     92,598,551
  Less:  Accumulated depreciation            57,521,545     58,053,298
---------------------------------------------------------------------------
                                             36,087,757     34,545,253
---------------------------------------------------------------------------
                                           $ 86,278,296   $ 76,568,632
===========================================================================

<FN>

See Notes to Consolidated Financial Statements.






                                      
                                     24
</TABLE>

<PAGE>
<TABLE>

Consolidated Balance Sheets
<CAPTION>

                                                   December 31
                                               1995           1994

Liabilities and Shareholders' Equity
<S>                                        <C>            <C>
Current Liabilities:
  Current maturities of long-term
    debt (Note 5)                          $  1,354,000   $  1,354,000
  Accounts payable                            3,609,947      2,665,377
  Dividends payable                             711,326        604,754
  Compensated absences                          719,488        721,509
  Accrued liabilities                         1,704,587      1,747,008
  Income taxes payable                          338,928        437,677
---------------------------------------------------------------------------
      TOTAL CURRENT LIABILITIES               8,438,276      7,530,325
---------------------------------------------------------------------------
Pension (Note 4)                              2,411,683        921,203
Deferred Income Taxes (Note 3)                3,217,440      3,051,871
Long-Term Debt (Note 5)                       8,211,788      9,567,052
---------------------------------------------------------------------------
Shareholders' Equity:
  Preferred stock, par value $1 per share,
    authorized 1,000,000 shares; none issued
  Common stock, par value $1 per share,
    authorized 15,000,000 shares; issued
    10,166,666 shares (1994-10,085,600
    shares)                                  10,166,666     10,085,600
Additional paid-in capital                    2,220,504      1,721,607
Retained earnings                            51,611,939     43,690,974
---------------------------------------------------------------------------
                                             63,999,109     55,498,181
---------------------------------------------------------------------------
                                           $ 86,278,296   $ 76,568,632
===========================================================================

<FN>

See Notes to Consolidated Financial Statements.













                                     25
</TABLE>

<PAGE>
<TABLE>

Consolidated Statements Of Cash Flows

<CAPTION>

                                            Years Ended December 31
                                         1995         1994        1993
<S>                                  <C>           <C>          <C>
Cash Flows From Operations

Net Income                           $10,659,837   $8,801,690   $4,240,966
Adjustments to reconcile net income
  to net cash provided by operations:
    Depreciation                       4,432,806    3,870,130    3,003,015
    Reserve for environmental
      expenditures                            --    1,490,000    2,300,000
    Deferred income taxes                198,369    1,299,850      315,464
    (Gain) loss on sale of assets        453,168  (   972,519)      11,835
    Pension expense                      851,166      466,467      334,533
  Changes in the following:
    Accounts receivable              (   890,523) ( 3,738,656) ( 1,710,758)
    Inventories                      ( 1,862,920)     800,969      611,503
    Prepaid expenses                 (   270,095)     156,104      224,827
    Accounts payable                     944,570  (   748,520)   1,038,020
    Accrued liabilities              (    10,360)   1,064,054  (    74,656)
    Income taxes                     (   520,140)     471,457  (   154,274)
    Environmental expenditures       (    34,082) ( 4,332,369) ( 2,611,866)
---------------------------------------------------------------------------
  Net cash provided by operations     13,951,796    8,628,657    7,528,609
---------------------------------------------------------------------------

<FN>

See Notes to Consolidated Financial Statements.





















                                     26
</TABLE>

<PAGE>
<TABLE>

Consolidated Statements Of Cash Flows

<CAPTION>

                                             Years Ended December 31
                                          1995       1994          1993
<S>                                   <C>         <C>          <C>
Cash Flows From Investing Activities

Acquisition of property and equipment ( 6,413,175)( 5,870,798) ( 8,814,699)
Proceeds from the sale of property
     and equipment                          8,685   1,105,500        9,888
Other                                 (        16)(     4,364) (    51,139)
---------------------------------------------------------------------------
  Net cash used in investing
    activities                        ( 6,404,506)( 4,769,662) ( 8,855,950)
---------------------------------------------------------------------------
Cash Flows From Financing Activities

Proceeds from long-term borrowing              --   1,000,000           --
Principal payments on long-term debt  ( 1,355,264)(    78,948)          --
Cash dividends paid                   ( 2,632,300)( 2,108,408) ( 1,983,915)
Re-purchase of common stock           (       570)         --  (     1,982)
Proceeds from issuance of
  common stock                            274,619     396,769      676,900
---------------------------------------------------------------------------
  Net cash used in
    financing activities              ( 3,713,515) (  790,587) ( 1,308,997)
---------------------------------------------------------------------------
Net increase (decrease) in cash and cash
  equivalents                           3,833,775   3,068,408  ( 2,636,338)
Cash and cash equivalents at beginning
  of year                               6,650,133   3,581,725    6,218,063
---------------------------------------------------------------------------
Cash and cash equivalents at
  end of year                         $10,483,908 $ 6,650,133   $3,581,725
===========================================================================
Supplemental Disclosures Of Cash
  Flow Information:
    Cash payments for income taxes    $ 6,662,291 $ 4,011,870   $2,418,024
    Cash payments for interest        $   767,835 $   798,671   $  750,000

<FN>

See Notes to Consolidated Financial Statements.









                                     27
</TABLE>

<PAGE>
[FN]

Notes To Consolidated Financial Statements

Note 1.

Nature Of Business And Significant Accounting Policies
      The  Company manufactures tapered roller bearings and component parts
for  railroad  cars.   Tapered  roller bearings  are  sold  to  most  major
railroads and railroad car builders worldwide. Automotive forgings are sold
principally  to  domestic automobile manufacturers.  Additionally,  through
wholly  owned subsidiaries, the Company reconditions and sells  replacement
bearings  and  provides third-party contract switching  services  to  large
industrial rail users.  Significant accounting policies follow:

Principles Of Consolidation
       The  accompanying  consolidated  financial  statements  include  the
accounts  of  all subsidiaries.  All significant intercompany balances  and
transactions have been eliminated.

Accounting Estimates
      The  preparation of financial statements in conformity with generally
accepted  accounting principles requires management to make  estimates  and
assumptions that affect the reported amounts of assets and liabilities  and
disclosure  of  contingent  assets and  liabilities  at  the  date  of  the
financial  statements  and the reported amounts of  revenues  and  expenses
during  the  reporting  period.  Actual results  could  differ  from  those
estimates.

Cash And Cash Equivalents
     Cash and cash equivalents includes all cash balances and highly liquid
investments with a purchased maturity of three months or less.  The Company
places  its  temporary cash investments with high credit quality  financial
institutions.   At  times such investments may be in  excess  of  the  FDIC
insurance limit.

Inventories
      Inventories  are  valued at the lower of cost or  market.   Cost  for
approximately one half of inventories is determined on the last-in,  first-
out  (LIFO)  method  and the remaining one half on the first-in,  first-out
(FIFO) method.

Property And Equipment
      Property  and  equipment are stated at cost and are depreciated  over
their  estimated useful lives of 20 to 45 years for buildings and 4  to  12
years  for  machinery and equipment. Depreciation is computed primarily  on
the straight-line method.

Income Taxes
     Deferred taxes are provided on a liability method whereby deferred tax
assets  are  recognized for deductible temporary differences and  operating
loss  and  tax  credit  carryforwards  and  deferred  tax  liabilities  are
recognized for  taxable  temporary  differences.  Temporary differences are


                                      
                                     28


<PAGE>


the  differences between the reported amounts of assets and liabilities and
their  tax bases.  Deferred tax assets are reduced by a valuation allowance
when,  in  the opinion of management, it is more likely than not that  some
portion  or  all of the deferred asset will not be realized.  Deferred  tax
assets  and liabilities will be adjusted for the effects of changes in  tax
laws and rates on the date of enactment.

Net Income Per Share
      Net  income  per  share is computed based upon the  weighted  average
number  of  common  shares outstanding during the year.   Issuance  of  the
shares  upon exercise of all options outstanding would not have a  material
effect upon net income per share.

Note 2.

Inventories
      The  FIFO  cost  of  LIFO  inventories would  have  been  $1,716,000,
$1,466,000  and  $1,225,000 higher at December 31,  1995,  1994  and  1993,
respectively, than at LIFO values. Inventories valued at LIFO increased  in
1995.   Reductions of inventory quantities in 1994 and 1993 resulted  in  a
liquidation  of  LIFO inventory quantities carried at costs  prevailing  in
prior  years  which  were lower than current costs.  The  effect  of  these
reductions on net income did not exceed $.01 per share in 1994 or 1993.



<TABLE>
<CAPTION>

Note 3.

Income Taxes
      The components of income tax expense for the years ended December 31,
1995, 1994 and 1993 were as follows:
===========================================================================
                  1995         1994           1993
<S>            <C>            <C>            <C>
Current
  Federal      $5,005,597     $3,542,066     $1,797,064
  State         1,044,850        911,356        539,072
Deferred
  Federal         167,049      1,094,615        290,227
  State            31,320        205,235         25,237
---------------------------------------------------------------------------
               $6,248,816     $5,753,272     $2,651,600
===========================================================================
<FN>

      The  differences  between the amounts of reported  total  income  tax
expense and the amounts computed by multiplying income before income tax by
the applicable statutory federal income tax rate of 35% for the years ended
December 31, 1995, 1994 and 1993 were as follows:



                                     29

<PAGE>

===========================================================================
                           1995         1994            1993
<S>                     <C>           <C>            <C>
Income tax computed at
  statutory federal
  income tax rates      $5,918,028    $5,094,237     $2,412,398
Increase(decrease) in
  taxes resulting from:
  Tax benefit of
     Foreign Sales
     Corporation        (  191,787)          --              --
  State income
     taxes, net of federal
     income tax benefit    699,511       725,784        366,801
  Other, net            (  176,936)  (    66,749)    (  127,599)
---------------------------------------------------------------------------
Income taxes            $6,248,816    $5,753,272     $2,651,600
===========================================================================
      Net  deferred tax liabilities consist of the following components  at
December 31, 1995 and 1994:
===========================================================================
                                        1995                1994
<S>                                <C>                 <C>
Deferred tax assets:
  Current:
    Inventory capitalization
      and allowances               $  191,215           $  229,934
    Vacation benefits                 280,600              274,173
    Other expenses not
      deductible currently, net       403,476              403,984
  Non Current:
    Accrued pension benefits          691,224              350,057
Deferred tax liabilities:
  Non Current:
    Accelerated depreciation        3,908,664            3,401,928
---------------------------------------------------------------------------
Net deferred tax liabilities       $2,342,149           $2,143,780
===========================================================================
<FN>
      The  components  giving  rise  to the net  deferred  tax  liabilities
described  above have been included in the accompanying balance  sheets  at
December 31, 1995 and 1994 as follows:
===========================================================================
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                     30

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                       1995                 1994
<S>                                <C>                  <C>
Current Assets                     $  875,291           $  908,091
Non Current Liabilities, net        3,217,440            3,051,871
--------------------------------------------------------------------------
Net deferred tax liabilities       $2,342,149           $2,143,780
===========================================================================
<FN>

Note 4.

Retirement Plans
      The  Company  and its subsidiaries have a defined benefit  retirement
plan  covering substantially all employees.  The Company accounts  for  the
plan  in  accordance  with generally accepted accounting  principles  which
require, in general, that the cost of benefits be accrued during the period
of  employee service.  The Company's funding policy is to make the  minimum
annual  contribution,  if  required by applicable  regulations,  plus  such
amounts as the Company may determine to be appropriate from time to time.

</TABLE>

<TABLE>
<CAPTION>

      Net  pension  cost  for the Company's defined  benefit  pension  plan
consisted  of  the  following components for the years ended  December  31,
1995, 1994 and 1993:
===========================================================================

                                   1995           1994          1993
<S>                            <C>           <C>            <C>
Service cost (benefits earned) $  660,905    $  727,282     $  603,316
Interest cost on projected
  benefit obligation              941,597       787,875        734,383
Actual return on plan assets  ( 1,753,553)  (     8,648)   ( 1,021,585)
Net amortization and deferral     698,612   ( 1,040,042)        18,419
---------------------------------------------------------------------------
                               $  547,561    $  466,467     $  334,533
===========================================================================









                                      
                                      
                                      
                                      
                                     31
                                      

<PAGE>

      The following assumptions were used in actuarial calculations for the
Company's  defined  benefit pension plan for the years ended  December  31,
1995, 1994 and 1993:
===========================================================================
                                             1995      1994      1993
<S>                                          <C>       <C>       <C>
Weighted average discount rate               7.5%      8.5%      7.0%
Rate of increase in future compensation:
  Salaried employees                         5.0%      5.0%      5.0%
  Hourly employees                           5.0%      5.0%      4.0%
Expected long-term return on assets          8.5%      8.5%      8.5%
===========================================================================
                                            1995                1994
<S>                                     <C>                 <C>
Actuarial present value of
  benefit obligations:
  Vested benefits                       $10,642,165         $ 8,096,456
===========================================================================
  Accumulated benefits                  $11,237,420         $ 8,556,971
===========================================================================
Projected benefits                     ($15,089,156)       ($11,259,507)
Plan assets at fair value,
  consisting primarily of cash
  equivalents and common stocks          11,540,088          10,122,334
---------------------------------------------------------------------------
Plan assets under projected
  benefit obligation                   ( 3,549,068)        (  1,137,173)
  Unrecognized net loss                  2,466,624              796,200
  Unrecognized net obligation
    from January 1, 1987               (   386,320)        (    580,230)
---------------------------------------------------------------------------
Liability  included on
  balance sheet                        ($1,468,764)        ($   921,203)
===========================================================================
<FN>
      The  Company  and  its subsidiaries also have a defined  contribution
plan.  Expense incurred on behalf of this plan was $1,028,517, $998,000 and
$867,000 in 1995, 1994 and 1993, respectively.

      In  addition,  the Company adopted an Executive Retirement  Incentive
Plan  effective January 1, 1995.  The plan is a non-qualified unfunded plan
which provides supplemental retirement benefits to certain employees.

      Pension  expense consisted of the following components for  the  year
ended December 31, 1995:

     <S>                                     <C>
     Service Cost (benefits earned)          $ 80,985
     Interest cost on projected benefit
       obligation                              96,490
     Net amortization                         126,130
                                             $303,605
                                             ========
                                      
                                      
                                     32
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

      The  following  table  sets  forth  the  amounts  recognized  in  the
accompanying  balance  sheet  as of December  31,  1995  related  to  these
retirement benefits, assuming a 7.5% discount rate:
===========================================================================
<S>                                         <C>
     Actuarial present value of benefit
       obligations:
       Vested benefits                      $  908,819
===========================================================================
       Accumulated benefits                 $  942,919
===========================================================================
     Projected benefits                    ($1,512,202)
     Unrecognized net loss                     199,553
     Unrecognized transition obligation      1,009,044
     Adjustment required to recognize
       minimum liability                   (   639,314)(a)
     Liability included on balance sheet   ($  942,919)
===========================================================================
<FN>
      (a)  The  Company recognized an intangible asset (included  in  other
assets) in the same amount.

Note 5.

Long-Term Debt And Line Of Credit
      Long-term debt consists of the following as of December 31, 1995  and
1994:
===========================================================================
                                                 1995           1994
<S>                                          <C>            <C>
7.5% senior unsecured notes due in annual
  installments of $1,250,000 beginning in
  1995 and payable through 2002              $ 8,750,000    $10,000,000
7.06% unsecured notes due in quarterly
  installments of $26,000 through 2003           815,788        921,052
---------------------------------------------------------------------------
                                             $ 9,565,788    $10,921,052
===========================================================================
      Aggregate  maturities required on long-term debt as of  December  31,
1995 are due in future years as follows:

<S>              <C>                  <C>
                 1996                 $1,354,000
                 1997                  1,354,000
                 1998                  1,354,000
                 1999                  1,354,000
                 2000                  1,354,000
             Later years               2,795,788
---------------------------------------------------------------------------
                                      $9,565,788
===========================================================================
<FN>
      Long-term  debt  carries  rates which approximate  market  rates  for
similar debt being issued.  Therefore, the carrying value of long-term debt
is not significantly different than fair market value at December 31, 1995.
                                     33
<PAGE>
      The  outstanding  senior unsecured notes contain various  restrictive
covenants,  including maintenance of minimum consolidated net  worth  which
restricts  the amount of dividends.  Approximately $12,400,000 of  retained
earnings were available for dividends at December 31, 1995.

      The  Company  also has available a $5,000,000 line of credit  with  a
bank.   At  December 31, 1995 and 1994 there were no outstanding borrowings
under  the line, nor were there any borrowings under the line at  any  time
during 1995 and 1994.

Note 6.

Stock Participation Plans
      The  Company has options outstanding under key employee stock  option
plans.   Options outstanding as of December 31, 1993 and the 5,000  options
granted  July 22, 1994 expire five years from the date of grant,  are  non-
transferable other than at death, and are exercisable 25% at the end of one
year,  one  and  one-half years, two years, and three years after  date  of
grant.  Options granted on October 28, 1994 and thereafter expire ten years
from  the date of grant, are non-transferable other than at death, and  are
exercisable one year after date of grant.  The option price of the stock is
equal to its market value at the date of grant.

     At December 31, 1995 there were 338,725 shares which were exercisable,
and 330,075 shares are reserved for future grants.

</TABLE>

<TABLE>
<CAPTION>

     A summary of stock option transactions follows:
===========================================================================
                                                       Average
                                   Number             Price Per
                                  of Shares             Share
<S>                                <C>                 <C>
Outstanding
  December 31, 1992                477,643             $  6.08
    Granted                         89,100               10.75
    Lapsed                       (   5,500)               5.63
    Exercised                    ( 166,018)               6.42

Outstanding
  December 31, 1993                395,225                7.00
    Granted                        105,200               11.67
    Lapsed                       (   8,200)               9.39
    Exercised                    (  57,000)               6.88

Outstanding
  December 31, 1994                435,225                8.10
    Granted                        103,200               11.63
    Lapsed                              --                  --
    Exercised                    (  71,375)               5.59

Outstanding
  December 31, 1995                467,050             $  6.69
===========================================================================
                                     34
<PAGE>
<FN>
      For  all  other employees, the Company will give one share of  Brenco
stock  for each four shares purchased by the employee up to 10% of  his  or
her  base  compensation.  Under this plan, shares were issued  as  follows:
2,327 in 1995, 1,392 in 1994 and 1,945 in 1993.

      The  Company has a restricted stock plan which provides for the award
of  shares  of  common  stock to key employees.  The Company  has  reserved
200,000  shares  of  unissued common stock for this plan.   The  period  of
restriction  ranges  from  2  years to  4  years.   During  the  period  of
restriction  the employee will have the right to vote such  shares  and  to
receive dividends. There were 19,255 shares granted under this plan for the
year ended December 31, 1995, 22,460 granted in 1994 and 16,000 granted  in
1993.

Note 7.

Export Sales And Major Customers
       Sales  to  foreign  customers  amounted  to  $22,814,000  in   1995,
$17,491,000   in  1994  and  $17,849,000  in  1993.   Net  sales   included
$14,250,000  in  1995 and $12,850,000 in 1994 to one customer.   This  same
customer  had  outstanding accounts receivable  of  $548,000  in  1995  and
$596,000 in 1994.  No other customers accounted for more than 10% of  sales
in 1995, 1994, or 1993.
                                      
Note 8.

Environmental Remediation Project And Compliance

      During  1994,  the  Company  completed an  environmental  remediation
project  at a former foundry site that has been inactive since  1979.   The
remediation  process  actually  began  in  1992  upon  approval  from   the
appropriate  state  regulatory agency.  The total cost of  the  remediation
project  was approximately $7,000,000, which has been charged to income  in
various amounts each year from 1989 to 1994.

      The  effect  of  these special charges in 1994  for  the  remediation
expenditures was to reduce net income by $915,000 or $.09 per  share.   The
charges in 1993 decreased net income by $1,414,000 or $.14 per share.

Note 9.

Reclassification Of Certain Account Balances

     Certain account balances on the consolidated balance sheet at December
31,  1994 have been reclassified, to be consistent with the classifications
adopted at December 31, 1995.







                                      
                                      
                                     35
</TABLE>

<PAGE>


INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Shareholders
Brenco, Incorporated
Midlothian, Virginia


      We  have  audited  the accompanying consolidated  balance  sheets  of
Brenco, Incorporated and subsidiaries as of December 31, 1995 and 1994, and
the  related  consolidated statements of income, shareholders'  equity  and
cash  flows  for each of the three years in the period ended  December  31,
1995.   These financial statements are the responsibility of the  Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the  audit  to
obtain reasonable assurance about whether the financial statements are free
of  material  misstatement.  An audit includes examining, on a test  basis,
evidence   supporting  the  amounts  and  disclosures  in   the   financial
statements.   An  audit  also includes assessing the accounting  principles
used  and  significant estimates made by management, as well as  evaluating
the  overall financial statement presentation.  We believe that our  audits
provide a reasonable basis for our opinion.

      In  our  opinion, the consolidated financial statements  referred  to
above  present fairly, in all material respects, the financial position  of
Brenco,  Incorporated and subsidiaries as of December 31, 1995,  and  1994,
and  the results of their operations and their cash flows for each  of  the
three  years  in  the  period ended December 31, 1995, in  conformity  with
generally accepted accounting principles.



                                               McGladrey & Pullen, LLP

Richmond, Virginia
January 30, 1996















                                      
                                     36
                                      

<PAGE>
<TABLE>
<CAPTION>

Selected Financial Data

(In thousands, except per share amounts)
                     1995       1994      1993      1992      1991
<S>                <C>        <C>       <C>       <C>       <C>
Net sales          $127,139   $117,897  $98,724   $83,652   $78,600
Net income           10,660      8,802    4,241     1,977     4,455
Net income per share   1.05       0.88     0.43      0.20      0.46
Total assets         86,278     76,569   69,629    65,074    51,783
Long-term debt        8,211      9,567   10,000    10,000        --
Cash dividends
  declared per share    .27        .22      .20       .20       .20

</TABLE>

Management's Discussion And Analysis Of
Financial Condition And Results Of Operations

Results Of Operations

(1995 compared with 1994)

      Net sales in 1995 increased 8% over sales in 1994, to $127,139,000, a
new record for the Company. Railroad products and services were up 10%,  to
$107,213,000  which  accounted for the majority of  the  increase.   Export
sales  of railroad products, which were at record levels, were $22,814,000,
an increase of 30% over 1994.  Sales for Quality Bearing Service (QBS), our
reconditioning  subsidiary, were up 14%.  Revenues of Rail Link,  our  rail
switching  subsidiary,  increased 15% as two new switching  locations  were
added in 1995.

      Operating  income  was  up  12% in 1995 to $16,963,000,  compared  to
$15,170,000  in  1994. The increase in operating income  in  1995  was  the
result  of  higher  sales  volumes as well as  some  improved  pricing  for
railroad products and services.  Cost of goods sold was 75% of net sales in
1995,  the  same  as  1994, as price increases and efficiencies  of  volume
increases were offset by increased costs of materials and labor.

(1994 compared with 1993)

      Net  sales in 1994 increased 19% over sales in 1993, to $117,897,000.
Railroad  products and services were up 22%, to $97,666,000 which accounted
for  the  major portion of the increase.  Sales for Quality Bearing Service
were  up  30%  as  we  continued to enjoy substantial  market  share.   The
revenues  of  Rail  Link were up 8%, with the addition of  three  switching
locations.

      Operating  income  was  up  63% in 1994 to $15,170,000,  compared  to
$9,311,000 in 1993.  The increase in operating income in 1994 was primarily
the  result  of  higher  sales  volumes and improved  margins  in  railroad
products  and  services  as a consequence.  In 1994  a  special  charge  to
earnings  was  made  in  the amount of $1,490,000, representing anticipated

                                     37
                                      

<PAGE>

environmental remediation expenditures to complete the cleanup of a  former
foundry  site that has been inactive since 1979.  In addition,  during  the
first  quarter,  there was a gain on the sale of surplus equipment  in  the
amount  of  $1,056,000.   Net income for 1994 was $8,802,000  or  $.88  per
share, an increase of 108% over 1993.
                                      
Liquidity And Capital Commitments

      Cash  and  cash  equivalents were $10,484,000 at December  31,  1995,
compared to $6,650,000 at the end of 1994, an increase of $3,834,000.

       Capital  expenditures  totaled  $6,413,000  in  1995,  compared   to
$5,871,000  in 1994 and $8,815,000 in 1993.  Capital expenditures  in  1996
are  expected  to  increase  to $10,152,000,  which  includes  $474,000  of
carryovers  from prior years plus $9,678,000 in new projects  approved  for
1996.   Process  improvements ($4,480,000) and  new  business  ($1,698,000)
account for 61% of the new projects budgeted for 1996.

      In  1995  our  investment in inventories increased by $1,863,000,  to
$15,966,000.  Inventory turnover for 1995 was 5.8 as compared  to  5.7  for
1994.

      The  ratio  of  current  assets to current liabilities  was  5.87  at
December  31,  1995,  as compared to 5.57 at the end of  1994.   The  total
amount of working capital increased by $6,642,000 to $41,080,000 at the end
of  1995.  This compares to $34,438,000 at the end of the prior year.  Cash
and short-term investments account for 58% of the increase.

      The Company has a $5,000,000 revolving line of credit.  This line was
not  used during 1995.  Management believes that its cash balances and cash
flows  from  operations in the coming year will be adequate  to  cover  its
capital needs and dividend payments for 1996.

Outlook

     The Company expects that domestic railcar construction will be down by
approximately 25% in 1996.  The Company believes that it should be able  to
offset much of this anticipated decline in sales by increased export  sales
and  continued growth in its other lines of business, but expects  somewhat
lower  earnings in 1996 than in 1995 as a result of lower margins on export
sales and more competitive conditions in the domestic market.







                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                     38
                                      
<PAGE>


      Exhibits 3.1, 3.2, 4.1, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 21 and 23
which  are  listed under Item 14(a)3 are not included herewith but  may  be
obtained for a fee of $2.00 by writing to:

     Secretary
     Brenco, Incorporated
     One Park West Circle
     Suite 204
     Midlothian, Virginia  23113










































                                      
                                      
                                      
                                     39
                                      
                                      
<PAGE>


                    BRENCO, INCORPORATED AND SUBSIDIARIES

                       SUBSIDIARIES OF THE REGISTRANT

                                                       EXHIBIT 21

        The Company has the following wholly-owned subsidiaries,
incorporated in Virginia and included in the consolidated financial
statements:

        Quality Bearing Service of Nevada, Inc.
        Quality Bearing Service of Kentucky, Inc.
        Quality Bearing Service of Missouri, Inc.
        Brenco Holdings, Inc.
        Rail Link, Inc.
        SealTech, Inc.
        Full Steam Ahead Rebuilding, Inc.

        Rail Link, Inc. has the following wholly-owned subsidiaries,
incorporated in Virginia and included in the consolidated financial
statements:

        Carolina Coastal Railway, Inc.
        Commonwealth Railway, Inc.

























                                      
                                      
                                      
                                      
                                      
                                     40
                                      

<PAGE>


                        CONSENT OF INDEPENDENT AUDITORS

                                                       EXHIBIT 23

        As independent auditors, we hereby consent to the incorporation of
our report, dated January 30, 1996, incorporated by reference in this
annual report on Form 10-K, into the Company's previously filed Form S-8
Registration Statements:  File No. 2-65364 (Post-Effective Amendment No.
2), 33-31361, 33-45650 and 33-55745.





McGLADREY & PULLEN, LLP


Richmond, Virginia
March 22, 1996


































                                      
                                      
                                     41
                                      
<PAGE>