Abstract: A downhole motor and bearing assembly has a tubular housing with an inlet and outlet for flow of drilling fluid. A stator is supported in the housing and a rotor is supported for rotary movement in the stator. An open tubular shaft is connected to the rotor for rotary movement in the housing. The bearing assembly has bearing members in the housing in fixed spaced relation and other bearing members cooperable therewith. Sleeve members positioned in the housing support selected bearing members in a fixed spaced relation. Other sleeve members positioned on the shaft support the other bearing members in a fixed spaced relation. The sleeve members are interchangeably positioned in the housing and on the shaft to position the bearing members in selected interchangeable relation according to the need for the bearings to support a load in a forward or reverse direction. A radial sleeve bearing is supported in the housing in a bearing relation to the shaft in a position forward and backward of the bearing assembly.