<PAGE>   1



                                                       Registration No. 33-_____

    As filed with the Securities and Exchange Commission on January 17, 1996
________________________________________________________________________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            REGAL-BELOIT CORPORATION
             (Exact name of registrant as specified in its charter)

             WISCONSIN                                       39-0875718
  (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                         Identification No.)
                                              
         200 STATE STREET                     
         BELOIT, WISCONSIN                                      53511
(Address of Principal Executive Offices                      (ZIP Code)
                                              

                             NONQUALIFIED DIRECTOR
                               STOCK OPTION PLAN
                            (Full title of the plan)
                                                             Copy to:
      GERALD J. BERRES, ESQ.                         THOMAS W. O'BRIEN, ESQ.
     Vice President-Secretary                            Quarles & Brady
          General Counsel                           411 East Wisconsin Avenue
     REGAL-BELOIT CORPORATION                       Milwaukee, Wisconsin 53202
         200 State Street          
      Beloit, Wisconsin 53511      
                                   
                    (Name and address of agent for service)

                                 (608) 364-8800
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
___________________________________________________________________________________________________
                                                                        PROPOSED
                                                      PROPOSED          MAXIMUM
 TITLE OF SECURITIES                                  MAXIMUM          AGGREGATE          AMOUNT OF
        TO BE                  AMOUNT TO BE        OFFERING PRICE       OFFERING        REGISTRATION
    REGISTERED                 REGISTERED(1)        PER SHARE(1)        PRICE(2)             FEE
    ----------                 -------------        ------------        --------             ---
<S>                           <C>                   <C>                <C>                 <C>
     Common Stock,
par value $0.01 per share     140,000 shares           $7.50           $1,050,000          $362.07
______________________________________________________________________________________________________
</TABLE>





<PAGE>   2


(1)      On January 23, 1992, the Registrant's Board of Directors adopted a
         resolution granting each non-employee member of the Board of Directors
         a nonqualified stock option grant of 10,000 shares of the Registrant's
         common stock, at an exercise price equal to 100% of the closing price
         on that date as reported by the American Stock Exchange ("AMEX").  The
         closing price on that date was $15.00.  The grant of shares under the
         Plan did not require the approval of the shareholders.  On July 21,
         1994, the Registrant's Board of Directors adopted a resolution
         approving a two-for-one stock split in the form of a 100% stock
         dividend payable on August 12, 1994.  As a result of the resolution's
         "anti-dilution" provisions, each non-employee member of the Board of
         Directors' nonqualified stock option grant was increased to 20,000
         shares of the Registrant's common stock and the exercise price was
         reduced from $15.00 per share to $7.50 per share.  No options have
         been executed as of the date hereof.

(2)      Pursuant to Rule 457(h), calculated solely for the purpose of
         computing the registration fee, based upon the aggregate exercise
         price for all 140,000 shares underlying options granted on January 23,
         1992 at $7.50 per share.





<PAGE>   3


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Regal-Beloit Corporation, a Wisconsin
corporation (the "Registrant") (Commission File No. 1-7283), with the Securities
and Exchange Commission (the "Commission") pursuant to Section 13 of the
Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein by
reference:

         (a)     The Registrant's Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1994;

         (b)     The Registrant's Quarterly Report on Form 10-Q for the
                 quarterly periods ending March 31, June 30 and September 30,
                 1995; and

         (c)     The description of the Registrant's Common Stock contained in
                 the Registrant's Registration Statement on Form 8-B, dated
                 June 10, 1994, and filed with the Commission on June 16, 1994,
                 including any amendment or report filed for the purpose of
                 updating such description.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.  See Item 3(c) above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant is incorporated under the Wisconsin Business
Corporation Law ("WBCL").  Under Section 180.0851(1) of the WBCL, the
Registrant is required to indemnify a director or officer, to the extent such
person is successful on the merits or otherwise in the defense of a proceeding,
for all reasonable expenses incurred in the proceeding if such person was a
party because he or she was a director or officer of the Registrant.  In all
other cases, the Registrant is required by Section 180.0851(2) of the WBCL to
indemnify a director or officer against liability incurred in a proceeding to
which such person was a party because he or she





<PAGE>   4

was an officer or director of the Registrant, unless it is determined that he
or she breached or failed to perform a duty owed to the Registrant and the
breach or failure to perform constitutes:  (i) a willful failure to deal fairly
with the Registrant or its shareholders in connection with a matter in which
the director or officer has a material conflict of interest; (ii) a violation
of criminal law, unless the director or officer had reasonable cause to believe
his or her conduct was lawful or no reasonable cause to believe his or her
conduct was unlawful; (iii) a transaction from which the director or officer
derived an improper personal profit; or (iv) willful misconduct.  Section
180.0858(1) of the WBCL provides that, subject to certain limitations, the
mandatory indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under the Registrant's articles of incorporation, bylaws, a written agreement
or a resolution of the Board of Directors or shareholders.

         Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection with
a proceeding involving a federal or state statute, rule or regulation
regulating the offer, sale or purchase of securities.

         Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from
a breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.

         Under Section 180.0833 of the WBCL, directors of the Registrant
against whom claims are asserted with respect to the declaration of an improper
dividend or other distribution to shareholders to which they assented are
entitled to contribution from other directors who assented to such distribution
and from shareholders who knowingly accepted the improper distribution, as
provided therein.

         Article VIII of the Registrant's Bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

         (a)     The undersigned Registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
                          are being made, a post-effective amendment to this
                          Registration Statement:

                          (i)     To include any prospectus required by section
                                  10(a)(3) of the Securities Act of 1933;





                                     -2-
<PAGE>   5

                          (ii)    To reflect in the prospectus any facts or
                                  events arising after the effective date of
                                  the Registration Statement (or the most
                                  recent post-effective amendment thereof)
                                  which, individually or in the aggregate,
                                  represent a fundamental change in the
                                  information set forth in the Registration
                                  Statement;

                          (iii)   To include any material information with 
                                  respect to the plan of distribution not
                                  previously disclosed in the Registration
                                  Statement or any material change to such
                                  information in the Registration Statement;

                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.

                 (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

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

         (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (h)     Reference is made to the indemnification provisions referred
to in Item 6 of this Registration Statement.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.





                                      -3-
<PAGE>   6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Beloit, State of Wisconsin, on December 29,
1995.

                                        REGAL-BELOIT CORPORATION
                                        (Registrant)


                                        By:  /s/ Gerald J. Berres 
                                           -----------------------------------
                                                 Gerald J. Berres 
                                                 Vice President - Secretary   
                                                 General Counsel

                               __________________

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James L. Packard, Henry W.  Knueppel,
and Robert C. Burress, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and any
other regulatory authority, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.*

<TABLE>
<CAPTION>
SIGNATURE                                          TITLE
<S>                                                <C>
/s/ James L. Packard                               
---------------------------------------------      Chairman, President, Chief Executive Officer                                   
James L. Packard                                   and Director
                                                   (Principal Executive Officer of the Registrant)



/s/ Henry W. Knueppel                              
----------------------------------------------     Executive Vice President - Operations and Director                              
Henry W. Knueppel




/s/ Robert C. Burress                              
------------------------------------------------   Vice President - Chief Financial Officer                                        
Robert C. Burress                                  (Principal Financial Officer of the Registrant)
                                                   (Principal Accounting Officer of the Registrant)
</TABLE>





                                      S-1
<PAGE>   7





<TABLE>
<S>                                                <C>
/s/ Frank E Bauchiero                              Director
------------------------------------------------           
Frank E. Bauchiero




                                                   Director
------------------------------------------------           
J. Reed Coleman




/s/ John M. Eldred                                 Director
------------------------------------------------           
John M. Eldred




/s/ William M. Keefer                              Director
------------------------------------------------           
William M. Keefer




/s/ John A. McKay                                  Director
------------------------------------------------           
John A. McKay




/s/ Elbert H. Neese                                Director
------------------------------------------------           
Elbert H. Neese




/s/ G. Frederick Kasten, Jr.                       Director
-----------------------------------------------            
G. Frederick Kasten, Jr.
</TABLE>


         *Each of these signatures is affixed as of December 29, 1995.





                                      S-2
<PAGE>   8

                            REGAL-BELOIT CORPORATION
                               (THE "REGISTRANT")
                          (COMMISSION FILE NO. 1-7283)

                                 EXHIBIT INDEX
                                       TO
                        FORM S-8 REGISTRATION STATEMENT



<TABLE>
<CAPTION>
EXHIBIT                                                INCORPORATED HEREIN                 FILED         SEQUENTIAL
NUMBER           DESCRIPTION                           BY REFERENCE TO                    HEREWITH        PAGE NO.
<S>              <C>                                   <C>                             <C>                   <C>
4.1              Articles of Incorporation             Exhibit B to Regal-
                 of the Registrant                     Beloit Corporation's
                                                       Proxy Statement dated
                                                       March 11, 1994 for
                                                       its Annual Meeting of
                                                       Stockholders on April 18,
                                                       1994 (the "1994 Proxy
                                                       Statement")

4.2              Bylaws of the Registrant              Exhibit C to the 1994
                                                       Proxy Statement

5                Opinion of Counsel                                                          X                 9

23.1             Consent of Arthur Andersen & Co.                                            X                11

23.2             Consent of Counsel                                                    Contained in            9
                                                                                       Opinion Filed
                                                                                       as Exhibit 5

24               Powers of Attorney                                                    Signatures Page         7-8
                                                                                       to this
                                                                                       Registration
                                                                                       Statement
</TABLE>




                                       
                                     EI-1
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 22016}]
{"company-data": {"conformed-name": "REGAL BELOIT CORP", "cik": "0000082811", "assigned-sic": "3560", "irs-number": "390875718", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00237", "film-number": "96504233"}, "business-address": {"street1": "200 STATE ST", "city": "BELOIT", "state": "WI", "zip": "53511", "phone": "6083648800"}, "mail-address": {"street1": "200 STATE STREET", "city": "BELOIT", "state": "WI", "zip": "53511-6254"}, "former-company": [{"former-conformed-name": "BELOIT TOOL CORP", "date-changed": "19730522"}, {"former-conformed-name": "RECORD A PUNCH CORP", "date-changed": "19690320"}]}
1

                                                       Registration No. 33-_____

    As filed with the Securities and Exchange Commission on January 17, 1996
________________________________________________________________________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            REGAL-BELOIT CORPORATION
             (Exact name of registrant as specified in its charter)

             WISCONSIN                                       39-0875718
  (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                         Identification No.)
                                              
         200 STATE STREET                     
         BELOIT, WISCONSIN                                      53511
(Address of Principal Executive Offices                      (ZIP Code)
                                              

                             NONQUALIFIED DIRECTOR
                               STOCK OPTION PLAN
                            (Full title of the plan)
                                                             Copy to:
      GERALD J. BERRES, ESQ.                         THOMAS W. O'BRIEN, ESQ.
     Vice President-Secretary                            Quarles & Brady
          General Counsel                           411 East Wisconsin Avenue
     REGAL-BELOIT CORPORATION                       Milwaukee, Wisconsin 53202
         200 State Street          
      Beloit, Wisconsin 53511      
                                   
                    (Name and address of agent for service)

                                 (608) 364-8800
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
___________________________________________________________________________________________________
                                                                        PROPOSED
                                                      PROPOSED          MAXIMUM
 TITLE OF SECURITIES                                  MAXIMUM          AGGREGATE          AMOUNT OF
        TO BE                  AMOUNT TO BE        OFFERING PRICE       OFFERING        REGISTRATION
    REGISTERED                 REGISTERED(1)        PER SHARE(1)        PRICE(2)             FEE
    ----------                 -------------        ------------        --------             ---
Common Stock,
par value $0.01 per share     140,000 shares           $7.50           $1,050,000          $362.07
______________________________________________________________________________________________________
2

(1)      On January 23, 1992, the Registrant's Board of Directors adopted a
         resolution granting each non-employee member of the Board of Directors
         a nonqualified stock option grant of 10,000 shares of the Registrant's
         common stock, at an exercise price equal to 100% of the closing price
         on that date as reported by the American Stock Exchange ("AMEX").  The
         closing price on that date was $15.00.  The grant of shares under the
         Plan did not require the approval of the shareholders.  On July 21,
         1994, the Registrant's Board of Directors adopted a resolution
         approving a two-for-one stock split in the form of a 100% stock
         dividend payable on August 12, 1994.  As a result of the resolution's
         "anti-dilution" provisions, each non-employee member of the Board of
         Directors' nonqualified stock option grant was increased to 20,000
         shares of the Registrant's common stock and the exercise price was
         reduced from $15.00 per share to $7.50 per share.  No options have
         been executed as of the date hereof.

(2)      Pursuant to Rule 457(h), calculated solely for the purpose of
         computing the registration fee, based upon the aggregate exercise
         price for all 140,000 shares underlying options granted on January 23,
         1992 at $7.50 per share.
3

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Regal-Beloit Corporation, a Wisconsin
corporation (the "Registrant") (Commission File No. 1-7283), with the Securities
and Exchange Commission (the "Commission") pursuant to Section 13 of the
Securities Exchange Act of 1934 (the "1934 Act") are incorporated herein by
reference:

         (a)     The Registrant's Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1994;

         (b)     The Registrant's Quarterly Report on Form 10-Q for the
                 quarterly periods ending March 31, June 30 and September 30,
                 1995; and

         (c)     The description of the Registrant's Common Stock contained in
                 the Registrant's Registration Statement on Form 8-B, dated
                 June 10, 1994, and filed with the Commission on June 16, 1994,
                 including any amendment or report filed for the purpose of
                 updating such description.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.  See Item 3(c) above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant is incorporated under the Wisconsin Business
Corporation Law ("WBCL").  Under Section 180.0851(1) of the WBCL, the
Registrant is required to indemnify a director or officer, to the extent such
person is successful on the merits or otherwise in the defense of a proceeding,
for all reasonable expenses incurred in the proceeding if such person was a
party because he or she was a director or officer of the Registrant.  In all
other cases, the Registrant is required by Section 180.0851(2) of the WBCL to
indemnify a director or officer against liability incurred in a proceeding to
which such person was a party because he or she
4

was an officer or director of the Registrant, unless it is determined that he
or she breached or failed to perform a duty owed to the Registrant and the
breach or failure to perform constitutes:  (i) a willful failure to deal fairly
with the Registrant or its shareholders in connection with a matter in which
the director or officer has a material conflict of interest; (ii) a violation
of criminal law, unless the director or officer had reasonable cause to believe
his or her conduct was lawful or no reasonable cause to believe his or her
conduct was unlawful; (iii) a transaction from which the director or officer
derived an improper personal profit; or (iv) willful misconduct.  Section
180.0858(1) of the WBCL provides that, subject to certain limitations, the
mandatory indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under the Registrant's articles of incorporation, bylaws, a written agreement
or a resolution of the Board of Directors or shareholders.

         Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection with
a proceeding involving a federal or state statute, rule or regulation
regulating the offer, sale or purchase of securities.

         Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from
a breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.

         Under Section 180.0833 of the WBCL, directors of the Registrant
against whom claims are asserted with respect to the declaration of an improper
dividend or other distribution to shareholders to which they assented are
entitled to contribution from other directors who assented to such distribution
and from shareholders who knowingly accepted the improper distribution, as
provided therein.

         Article VIII of the Registrant's Bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See Exhibit Index following Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

         (a)     The undersigned Registrant hereby undertakes:

                 (1)      To file, during any period in which offers or sales
                          are being made, a post-effective amendment to this
                          Registration Statement:

                          (i)     To include any prospectus required by section
                                  10(a)(3) of the Securities Act of 1933;

                                     -2-
5

                          (ii)    To reflect in the prospectus any facts or
                                  events arising after the effective date of
                                  the Registration Statement (or the most
                                  recent post-effective amendment thereof)
                                  which, individually or in the aggregate,
                                  represent a fundamental change in the
                                  information set forth in the Registration
                                  Statement;

                          (iii)   To include any material information with 
                                  respect to the plan of distribution not
                                  previously disclosed in the Registration
                                  Statement or any material change to such
                                  information in the Registration Statement;

                 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.

                 (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

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

         (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (h)     Reference is made to the indemnification provisions referred
to in Item 6 of this Registration Statement.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      -3-
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Beloit, State of Wisconsin, on December 29,
1995.

                                        REGAL-BELOIT CORPORATION
                                        (Registrant)

                                        By:  /s/ Gerald J. Berres 
                                           -----------------------------------
                                                 Gerald J. Berres 
                                                 Vice President - Secretary   
                                                 General Counsel

                               __________________

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James L. Packard, Henry W.  Knueppel,
and Robert C. Burress, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and any
other regulatory authority, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.*
SIGNATURE                                          TITLE
/s/ James L. Packard                               
---------------------------------------------      Chairman, President, Chief Executive Officer                                   
James L. Packard                                   and Director
                                                   (Principal Executive Officer of the Registrant)

/s/ Henry W. Knueppel                              
----------------------------------------------     Executive Vice President - Operations and Director                              
Henry W. Knueppel

/s/ Robert C. Burress                              
------------------------------------------------   Vice President - Chief Financial Officer                                        
Robert C. Burress                                  (Principal Financial Officer of the Registrant)
                                                   (Principal Accounting Officer of the Registrant)
S-1
7
/s/ Frank E Bauchiero                              Director
------------------------------------------------           
Frank E. Bauchiero

                                                   Director
------------------------------------------------           
J. Reed Coleman

/s/ John M. Eldred                                 Director
------------------------------------------------           
John M. Eldred

/s/ William M. Keefer                              Director
------------------------------------------------           
William M. Keefer

/s/ John A. McKay                                  Director
------------------------------------------------           
John A. McKay

/s/ Elbert H. Neese                                Director
------------------------------------------------           
Elbert H. Neese

/s/ G. Frederick Kasten, Jr.                       Director
-----------------------------------------------            
G. Frederick Kasten, Jr.
*Each of these signatures is affixed as of December 29, 1995.

                                      S-2
8

                            REGAL-BELOIT CORPORATION
                               (THE "REGISTRANT")
                          (COMMISSION FILE NO. 1-7283)

                                 EXHIBIT INDEX
                                       TO
                        FORM S-8 REGISTRATION STATEMENT
EXHIBIT                                                INCORPORATED HEREIN                 FILED         SEQUENTIAL
NUMBER           DESCRIPTION                           BY REFERENCE TO                    HEREWITH        PAGE NO.
4.1              Articles of Incorporation             Exhibit B to Regal-
                 of the Registrant                     Beloit Corporation's
                                                       Proxy Statement dated
                                                       March 11, 1994 for
                                                       its Annual Meeting of
                                                       Stockholders on April 18,
                                                       1994 (the "1994 Proxy
                                                       Statement")

4.2              Bylaws of the Registrant              Exhibit C to the 1994
                                                       Proxy Statement

5                Opinion of Counsel                                                          X                 9

23.1             Consent of Arthur Andersen & Co.                                            X                11

23.2             Consent of Counsel                                                    Contained in            9
                                                                                       Opinion Filed
                                                                                       as Exhibit 5

24               Powers of Attorney                                                    Signatures Page         7-8
                                                                                       to this
                                                                                       Registration
                                                                                       Statement
EI-1