SECURITIES AND EXCHANGE COMMISSION
			WASHINGTON, D.C.  20549


			      FORM 10-Q

X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended       November 30, 1995     

	OR
	
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to 

		   Commission file number 1-4903

		   PREMIER INDUSTRIAL CORPORATION           
	(Exact name of registrant as specified in its charter)

		Ohio                               34-0661122                   
(State or other jurisdiction of        (I.R.S. employer identification no.)
 incorporation or organization)

4500 Euclid Avenue, Cleveland, Ohio    P.O. Box 94884        44101-4884 
(Address of principal executive offices)                     (Zip code)

(216) 391-8300   
(Registrant's telephone number, including area code)

				  None 
(Former name, former address and former fiscal year, if changed since last 
report)

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        

Number of shares of Common Stock outstanding at January 5, 1996:  82,203,698




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			PREMIER INDUSTRIAL CORPORATION

				Table of Contents 


Part I.  Financial Information

Item 1 - Financial Statements:

  Consolidated Statement of Earnings for the three months 
  and six months ended November 30, 1995 and 1994                       3

  Consolidated Balance Sheet at November 30, 1995 and
  May 31, 1995                                                          4

  Consolidated Statement of Cash Flows for the six months 
  ended November 30, 1995 and 1994                                      5

  Notes to Consolidated Financial Statements                            6

Item 2 - Management's Discussion and Analysis of Financial Condition 
and Results of Operations:

  Results of Operations                                                 7

  Liquidity, Capital Resources and Cash Flows (Financial Condition)     7

Part II.  Other Information

Item 4 - Submission of Matters to a Vote of Security Holders            8

Item 6 - Exhibits and Reports on Form 8-K                              10

  Signatures                                                           10



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			PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

		PREMIER INDUSTRIAL CORPORATION AND SUBSIDIARIES

		      Consolidated Statement of Earnings 
				 (Unaudited) 


(In thousands of dollars, except per share data)

			
			      Three Months Ended         Six Months Ended
           November 30,               November 30,                          
			      1995          1994        1995          1994
Operating revenues          $ 216,947    $ 201,272   $ 430,801     $ 399,644
Other income, net               1,449        1,192       3,487         1,971
			                           218,396      202,464     434,288       401,615   
											       
Cost and expenses:                               
  Cost of sales               121,364      109,688     240,413       217,747
  Selling, administrative             
    and general                48,665       47,238      98,242        95,211   
  Depreciation                  2,257        1,995       4,480         3,941 
  Amortization of other                             
  assets                           97           98         195           196 
  Interest                        102           79         197           153
			                           172,485      159,098     343,527       317,248  
												
Earnings before income taxes   45,911       43,366      90,761        84,367 
    Income taxes               16,891       16,151      33,574        31,760 
											
Net earnings                $  29,020    $  27,215   $  57,187     $  52,607 
											
Net earnings per share      $     .35    $     .32   $     .69     $     .62 
											
Dividends per share         $     .11    $     .10   $     .22     $     .20 
											
Average number of common 
  shares and common stock 
  equivalents outstanding  83,042,000   84,988,000  83,370,000    84,966,000  
  
  
  See accompanying Notes to Consolidated Financial Statements.


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		PREMIER INDUSTRIAL CORPORATION AND SUBSIDIARIES 

			   Consolidated Balance Sheet
(In thousands of dollars)
 
						
						   November 30,      May 31,       
						      1995            1995
ASSETS                                             (Unaudited)     (Audited)    
Current assets:                                         
  Cash and equivalents                             $    8,627      $  43,413
  Temporary investments                               118,113        116,574 
  Receivables, less allowance                         118,636        115,037 
  Inventories                                         180,399        164,238 
  Prepaid expenses and deferred income taxes           11,398         10,587 
       Total current assets                           437,173        449,849 
						
Property, plant and equipment, at cost,                                         
  less accumulated depreciation                        66,519         62,728 
						
Other assets, at cost, less accumulated 
  amortization                                         44,811         43,451
						   $  548,503     $  556,028     
						   

LIABILITIES AND SHAREHOLDERS' EQUITY                                            
						
Current liabilities:                                            
  Payables                                         $   31,435     $   28,136
  Accrued liabilities                                  21,067         27,325
      Total current liabilities                        52,502         55,461
						
Deferred income taxes                                  21,779         20,469
Long-term debt                                          6,500          6,500
						
Shareholders' equity:                                           
  Serial preferred stock, without par value;                                    
  1,500,000 shares authorized but unissued                  -              - 

  Common stock, without par value;                                          
    stated value $1 per share; 100,000,000                                      
    shares authorized, 87,076,327 issued               87,076         87,076
						
  Retained earnings                                   497,902        460,394 
						
  Foreign currency translation adjustment               1,399          1,384
						
  Treasury shares at cost (4,856,021 and                                       
    3,073,732 shares at November 30, 1995 and                                   
    May 31, 1995, respectively)                      (118,655)       (75,256)
                                          						      467,722        473,598
                                          						   $  548,503     $  556,028 


See accompanying Notes to Consolidated Financial Statements.


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		PREMIER INDUSTRIAL CORPORATION AND SUBSIDIARIES

		      Consolidated Statement of Cash Flows
				   (Unaudited)

(In thousands of dollars)                       
				 
						
							Six Months Ended                   
							  November 30,                          
						       1995          1994
						
Cash and equivalents at beginning of period        $   43,413     $  42,122
						
Cash flows from operating activities:                                           
  Net earnings                                         57,187        52,607 
  Adjustments to reconcile net earnings                                         
    to net cash provided by operating activities:     
    Depreciation and amortization                       4,675         4,137 
    Deferred income taxes                               1,310         1,610 
    Changes in:                                               
      Receivables                                      (3,599)       (1,737)
      Inventories                                     (16,161)      (10,636)
      Prepaid expenses                                   (811)         (706)
      Payables                                          3,299        (1,362)
      Accrued liabilities                              (6,258)       (3,083)
      Other                                            (1,552)       (1,969)
	Net cash provided by operating activities      38,090        38,861 
						      
						     
Cash flows from investing activities:                                           
  Net additions to property, plant and                                          
    equipment                                          (8,271)       (6,696)
  Purchase of temporary investments                  (325,941)     (395,123)
  Sale of temporary investments                       324,402       390,221 
  Other                                                    11          (110)
	Net cash used in investing activities                 (9,799)      (11,708)
						
Cash flows from financing activities:                                           
  Dividends paid                                      (18,381)      (16,967)
  Purchase of treasury shares                         (51,057)       (3,669)
  Proceeds from stock plans                             6,361         6,980 
	Net cash used in financing activities         (63,077)      (13,656)
						
Cash and equivalents at end of period                $  8,627     $  55,619 
						

See accompanying Notes to Consolidated Financial Statements.


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		PREMIER INDUSTRIAL CORPORATION AND SUBSIDIARIES

		  Notes to Consolidated Financial Statements

1.  The accompanying unaudited consolidated financial statements contain 
    all adjustments (consisting only of normal recurring adjustments) which, 
    in the opinion of management, are necessary to present fairly the 
    consolidated financial position of Premier Industrial Corporation and 
    subsidiaries (the "Company") as of November 30, 1995 and the results of 
    their operations for the three month and six month periods ended 
    November 30, 1995 and 1994 and their cash flows for the six month 
    periods ended November 30, 1995 and 1994.

2.  The Company's inventories consist primarily of finished goods.  Cost of 
    certain inventories is determined using the dollar value LIFO method.  
    If all inventory costs were determined on a FIFO basis, inventories 
    would have been $7,201,000 and $7,111,000 higher than reported at 
    November 30, 1995 and May 31, 1995, respectively.   



<PAGE>
	 Item 2 - Management's Discussion and Analysis of Financial 
		     Condition and Results of Operations

Results Of Operations

  Second Quarter Ended November 30, 1995 versus Second Quarter 
  Ended November 30, 1994

  Operating revenues of $216,947,000 were 8%, or $15,675,000, ahead of the 
  $201,272,000 reported for the same period last year.  The increase in 
  revenues reflects continued gains in both business segments as a result 
  of, among other things, steady demand and expanded product offerings.

  Cost of sales of $121,364,000 increased 11%, primarily related to the 
  revenue gain and changes in product mix.  Selling, administrative, and 
  general expenses remained under good control, increasing only 3%, or 
  $1,427,000.  Higher levels of payroll and operating costs relating to 
  the increased sales activity, partially offset by expense control 
  efforts, accounted for the majority of the increase.

  Primarily as a result of the above-noted factors, net earnings increased 
  7%, while earnings per share, benefiting from a lower number of shares 
  outstanding due to increased shares purchased for treasury, rose 9%.

  Six Months Ended November 30, 1995 versus Six Months Ended 
  November 30, 1994

  Operating revenues of $430,801,000 were 8%, or $31,157,000 ahead of the 
  same period last year.  The increase in revenues reflects gains in both
  business segments.  Other income increased $1,516,000 mainly due to 
  increased investment income on a higher level of cash and temporary 
  investments.  Cost of sales of $240,413,000 increased 10%, primarily 
  related to the revenue gain and changes in product mix.  Selling, 
  administrative and general expenses increased only 3%, or $3,031,000, 
  as a result of expense control measures.

  The above-noted factors resulted in a 9% gain in net earnings.  Earnings 
  per share rose 11%, based on the foregoing factors, coupled with a lower 
  number of shares outstanding.

Liquidity, Capital Resources and Cash Flows (Financial Condition)

The Company continues to maintain a solid financial condition.  At 
November 30, 1995, working capital was $384,671,000 compared with 
$394,388,000 at May 31, 1995.  The ratio of current assets to current 
liabilities was 8.3 to 1 at November 30, 1995.  The Company requires 
significant funds to carry extensive product inventories, as product 
availability and customer service, including rapid delivery, are key 
factors in maintaining a strong competitive position in each business 
segment.  In addition, the Company maintains cash and invested funds to 
meet growth opportunities, including business expansion, new division 
start-ups and acquisitions, and to have internal capital available for 
distribution to shareholders.

The Company's long-term debt of $6,500,000 in variable rate Industrial 
Development Bonds continues to represent less than 2% of total 
capitalization at November 30, 1995.


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The Company's principal source of cash continues to be that provided by 
operating activities.  Net cash provided by operating activities fluctuates 
as a result of variations in operating income, receivable and inventory 
levels and the timing of payment of liabilities and taxes.  The Company 
expects that net earnings generally will provide sufficient cash to meet 
the Company's presently anticipated needs for cash, including funds for 
investing and financing activities.

Net cash used in investing activities during the first six months of fiscal 
1996 consisted of, among other things, net property, plant and equipment 
additions of $8,271,000.  Net cash used in financing activities for the 
six month period included cash dividends paid to shareholders of 
$18,381,000.  During the same period, the Company purchased for $51,057,000 
approximately 2,095,000 of its shares to be held as treasury shares for 
general corporate purposes.  Primarily as a result of these activities, 
coupled with cash generated from operations, cash and equivalents decreased 
$34,786,000 from May 31, 1995.


Item 4 - Submission of Matters To a Vote of Security Holders


The Annual Meeting of Shareholders of the Company (the "Annual Meeting") 
was held on October 10, 1995.  Of the 83,491,745 shares of Common Stock 
outstanding and entitled to vote at the Annual Meeting, 73,884,094 shares 
were present in person or by proxy, each entitled to one vote on all 
matters to come before the meeting.

The following matters were submitted to a vote of security holders of the 
Company at the Annual Meeting, with the results indicated below:

1.  Election of Board of Directors.  The shareholders voted to fix the 
    total number of Directors of the Company at ten and to re-elect all 
    of the ten incumbent Directors, as follows:

	    Name of                            Voting Results
	Director Nominee                     For         Withheld

	Edward B. Brandon                 73,319,180      564,914
	Hugh Calkins                      73,504,856      379,238
	John C. Colman                    73,309,717      574,377
	Scott S. Cowen                    73,509,161      374,933
	William M. Hamilton               73,296,249      587,845
	Bruce W. Johnson                  73,318,862      565,232
	Jack N. Mandel                    73,290,058      594,036
	Joseph C. Mandel                  73,290,058      594,036
	Morton L. Mandel                  73,296,499      587,595  
	Philip S. Sims                    73,314,372      569,722    

<PAGE>

2.  Approval of the 1973 Stock Option Plan for Management Employees, as 
    Amended and Restated as of June 6, 1995 (the "Amended Employee Option 
    Plan"), which is more fully described in the Company's Proxy Statement 
    dated August 23, 1995.  Among other things, the Amended Employee 
    Option Plan increased the total number of shares authorized and 
    available for issuance there under by 6,000,000 shares; extended 
    the term of options subject to payroll accumulation arrangements from 
    five to six years; and provided for a uniform period of one year in 
    which to exercise options following termination of an optionee's 
    employment upon normal or approved early retirement, qualifying 
    disability or death.  The results were as follows:

				Voting Results  
								Broker 
	  For            Against            Abstain            Non-Votes
      67,140,016        2,712,463           248,212            3,783,403

3.  Approval of the Director Stock Option Plan (the "Director Option 
    Plan"), as more fully described in the Company's Proxy Statement dated 
    August 23, 1995, which authorized 1000,000 shares of Common Stock 
    for issuance thereunder.  The Director Option Plan provides for the 
    automatic grant to each eligible non-employee Director, on November 1 
    each year, of an option to purchase 1,500 shares of Common Stock at an 
    exercise price equal to the fair market value on the date of grant, 
    with each such option becoming exercisable beginning on the first 
    anniversary of its date of grant and expiring six years after its date 
    of grant, unless the optionee earlier ceases service as a Director.  
    The results were as follows:

				Voting Results
								Broker
	  For            Against            Abstain            Non-Votes
       67,717,662       2,127,744           255,285            3,783,403

4.  Ratification of KPMG Peat Marwick LLP as independent auditors of 
    the Company for the fiscal year ending May 31, 1996.

				Voting Results
	  For                       Against                  Abstain 
       73,736,500                   44,683                   102,911





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			  PART II - OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K

(a)   Exhibits.  None.

(b)   Reports on Form 8-K.  No reports on Form 8-K were filed during the 
      quarter ended November 30, 1995.


Signatures

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


Date:   January 9, 1996                 PREMIER INDUSTRIAL CORPORATION          
						 (Registrant)


					/s/ Philip S. Sims 
					Philip S. Sims, Vice Chairman of 
					the Board (Principal Financial 
					Officer and Duly Authorized 
					Signatory on Behalf of Registrant)