AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 1997
                       File No. 33-____________________

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549
              --------------------------------------------------
                                   Form S-8
                            REGISTRATION STATEMENT
                                    Under
                          THE SECURITIES ACT OF 1933
              --------------------------------------------------

                           BALDOR ELECTRIC COMPANY
            (Exact name of registrant as specified in its charter)

MISSOURI                                   43-0168840
(State or other jurisdiction               (IRS Employer Identification No.)
of incorporation or organization)

     5711 R.S. BOREHAM, JR ST, FORT SMITH, ARKANSAS      72908
     (Address of Principal Executive Offices)            (Zip Code)

                           BALDOR ELECTRIC COMPANY
             1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                          (Full Title of the Plan)

                                 R. L. QUALLS
            5711 R.S. BOREHAM, JR ST, FORT SMITH, ARKANSAS 72908
                   (Name and Address of Agent for Service)

                                (501) 646-4711
         (Telephone Number, including Area Code, of Agent for Service)

                                                        
                       CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered -- Common Stock, ($0.10 par
value) and associated Common Stock Purchase Rights

Amount to be Registered -- 150,000 (1)
Proposed Maximum Offering Price Per Share -- $31.1875 (2)
Proposed Maximum Aggregate Offering Price -- $4,678,125 (2)
Amount of Registration Fee -- $1,518 (3)

(1)     Plus such additional shares and associated Common Stock Purchase
        Rights as may be issued by reason of stock splits, stock
        dividends, or similar transactions.
(2)     The proposed maximum offering price per share and maximum
        aggregate offering price are estimated for the sole purpose of
        calculating the amount of the registration fee.  The maximum
        offering price per share is based upon the average of the high
        and low sale prices of the Common Stock as reported in The Wall
        Street Journal for the "New York Stock Exchange -- Composite
        Transactions" for July 31, 1997, pursuant to Rule 457(h)(1).
(3)     Includes a minimum registration fee of $100 for the Common Stock
        Purchase Rights.



<PAGE>
                                 PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

   (a)      The Annual Report of Baldor Electric Company (the "Company")
            on Form 10-K for the year ended December 28, 1996, filed
            pursuant to Section 13(a) of the Securities Exchange Act of
            1934, as amended (the "Exchange Act").

   (b)      1.   The Company's Quarterly Report on Form 10-Q for the quarter
                 ended March 29, 1997, filed pursuant to Section 13(a) of
                 the Exchange Act.

            2.   The Company's Current Report on Form 8-K dated April 18,
                 1997, filed pursuant to Section 13(a) of the Exchange Act.

   (c)      1.   The description of the Company's Common Stock, $.10 par
                 value, as contained in the Registration Statement filed
                 pursuant to Section 12 of the Exchange Act, including any
                 amendment or report filed for the purpose of updating such
                 description.

            2.   The description of the Company's Common Stock Purchase
                 Rights, as contained in the Registration Statement on Form
                 8-A filed pursuant to Section 12 of the Exchange Act on May
                 16, 1988, as amended by the Company's Form 8-A/A dated
                 March 21, 1996, for the purpose of updating such
                 description.

All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange 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 reports and documents.  Any statement incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement 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 such statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.


Item 4.  Description of Securities.

Not applicable.






<PAGE>                            II-1
Item 5.  Interests of Named Experts and Counsel.

A partner in the law firm of Peper, Martin, Jensen, Maichel and
Hetlage, the law firm issuing the opinion called for by Exhibit 5 of
Regulation S-K, is a co-trustee of a revocable living trust of which a
shareholder of the Company is the settlor and beneficiary (the
"Trust").  The Trust is the beneficial owner of 44,217 shares of
Common Stock of the Company.  The attorney who is the co-trustee
disclaims beneficial ownership of these shares.

One partner in the aforementioned law firm beneficially owns 560
shares of Common Stock of the Company.  Another partner owns 409
shares.

Two attorneys who are of counsel to the aforementioned law firm are
the trustees and one of the attorneys is the beneficiary of a trust
which owns 2,500 shares.


Item 6.  Indemnification of Directors and Officers.

Pursuant to Mo. Rev. Stat. para. 351.355 a company incorporated under the
laws of the State of Missouri may indemnify its directors and officers
against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred as a
result of civil, criminal, administrative or investigative proceedings
threatened or pending against such parties (other than such actions by
or in the right of the corporation) if the officer or director acted
in good faith and in a manner which he or she reasonably believed to
be in or not opposed to the best interest of the Company and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful.  With respect to actions
by or in the right of the corporation, the corporation may indemnify
directors and officers against expenses, including attorneys' fees and
amounts paid in settlement actually and reasonably incurred in
connection with the defense or settlement of the action or suit, if he
or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interest of the
corporation, except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct, unless and only to
the extent that the court in which such action is brought determines
the person is entitled to indemnification.

Section 357.355 allows a corporation to adopt provisions in its
articles of incorporation or bylaws or to enter into agreements (which
bylaws or agreements have been adopted by the shareholders) which
provide for indemnity of the corporation's officers and directors
based on a lower standard of conduct, except for knowingly fraudulent,
deliberately dishonest or willful misconduct.

In addition, under Missouri law, the Company may purchase and maintain
insurance on behalf of its officers and directors for any liability
incurred by such parties in connection with their status as an officer
or director of the Company, regardless of whether the Company would 




<PAGE>                            II-2
have the power under Missouri law to indemnify its officers or
directors against such liability.

Article Ten of the Company's Restated Articles of Incorporation, as
amended, provides that Baldor shall indemnify its officers and
directors in all actions, whether derivative, nonderivative, civil,
criminal, administrative or investigative, if such party's conduct is
not finally adjudged to be knowingly fraudulent, deliberately
dishonest or willful misconduct.  This is a lower standard than that
set forth in the statute.  Baldor also maintains directors' and
officers' liability insurance which protects each director or officer
from liability for actions taken in their capacity as directors or
officers.  This insurance may provide broader coverage for such
individuals than may be required by Article Ten of the Company's
Restated Articles of Incorporation, as amended.                             


Item 7.  Exemption from Registration Claimed.

Not applicable.


Item 8.  Exhibits.

See Exhibit Index.


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;

                 (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. 
                        Notwithstanding the foregoing, any increase or
                        decrease in volume of securities offered (if the
                        total dollar value of securities offered would not
                        exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to
                        Rule 424(b) if, in the aggregate, the changes in
                        volume and price represent no more than a 20% change
                        in the maximum aggregate offering price set forth in
                        the "Calculation of Registration Fee" table in the
                        effective registration statement;



<PAGE>                           II-3
                 (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 registration statement is on Form S-3, Form S-8, or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission 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 being offered therein, and the offering of such
            securities at that time shall be deemed to be the initial bona
            fide offering thereof.

   (c)      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.



<PAGE>                          II-4
                            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 Fort Smith,
State of Arkansas, on August 4, 1997.



                              BALDOR ELECTRIC COMPANY
                              (Registrant)

                              By:          /s/  R. L. Qualls              
                                      R. L. Qualls
                                      Vice Chairman & Chief Executive Officer



                         POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints R. S. Boreham, Jr. and R. L.
Qualls and each of them (with full power to each of them to act
alone), 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 or 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, 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.





















<PAGE>                              II-5
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                      Title                        Date


/s/ R. S. Boreham, Jr.         Chairman of the Board      )
R. S. Boreham, Jr.             of Directors               )
                                                          )
                                                          )
/s/ R. L. Qualls               Vice Chairman              )
R.L. Qualls                    of the Board of Directors, )
                               Chief Executive Officer    )
                               and Director (Principal    )
                               Executive Officer)         )
                                                          )
                                                          )
/s/ Lloyd G. Davis             Executive Vice President - )
Lloyd G. Davis                 Finance, Chief Financial   )
                               Officer, Secretary and     )
                               Treasurer (Principal       )
                               Financial and Accounting   )
                               Officer)                   )
                                                          )
                                                          )
/s/ Jefferson W. Asher, Jr.    Director                   )
Jefferson W. Asher, Jr.                                   )  Aug. 4, 1997
                                                          )
                                                          )
/s/ Fred C. Ballman            Director                   )
Fred C. Ballman                                           )
                                                          )
                                                          )
/s/ O. A. Baumann              Director                   )
O. A. Baumann                                             )
                                                          )
                                                          )
/s/ John A. McFarland          President and Director     )
John A. McFarland                                         )
                                                          )
                                                          )
/s/ Robert J. Messey           Director                   )
Robert J. Messey                                          )
                                                          )
                                                          )
/s/ Robert L. Proost           Director                   )
Robert L. Proost                                          )
                                                          )
                                                          )
/s/ Willis J. Wheat            Director                   )
Willis J. Wheat                                           )







<PAGE>                                II-6
                               EXHIBIT INDEX



           Exhibit No.                      Description


                4          Omitted - Inapplicable

              5(i)         Opinion of Peper, Martin, Jensen, Maichel and
                           Hetlage as to legality of securities, including
                           its consent

               15          Omitted - Inapplicable

            23(i)(a)       Consent of Ernst & Young LLP

            23(i)(b)       Consent of Peper, Martin, Jensen, Maichel and
                           Hetlage as to legality of securities (contained in
                           Exhibit No. 5(i))

               24          Power of Attorney (see Signature Page)



* Numbers correspond to document numbers in Exhibit Table of Item 601
of Regulation S-K.
































<PAGE>                            II-7
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 1997
                       File No. 33-____________________

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549
              --------------------------------------------------
                                   Form S-8
                            REGISTRATION STATEMENT
                                    Under
                          THE SECURITIES ACT OF 1933
              --------------------------------------------------

                           BALDOR ELECTRIC COMPANY
            (Exact name of registrant as specified in its charter)

MISSOURI                                   43-0168840
(State or other jurisdiction               (IRS Employer Identification No.)
of incorporation or organization)

     5711 R.S. BOREHAM, JR ST, FORT SMITH, ARKANSAS      72908
     (Address of Principal Executive Offices)            (Zip Code)

                           BALDOR ELECTRIC COMPANY
             1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                          (Full Title of the Plan)

                                 R. L. QUALLS
            5711 R.S. BOREHAM, JR ST, FORT SMITH, ARKANSAS 72908
                   (Name and Address of Agent for Service)

                                (501) 646-4711
         (Telephone Number, including Area Code, of Agent for Service)

                                                        
                       CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered -- Common Stock, ($0.10 par
value) and associated Common Stock Purchase Rights

Amount to be Registered -- 150,000 (1)
Proposed Maximum Offering Price Per Share -- $31.1875 (2)
Proposed Maximum Aggregate Offering Price -- $4,678,125 (2)
Amount of Registration Fee -- $1,518 (3)

(1)     Plus such additional shares and associated Common Stock Purchase
        Rights as may be issued by reason of stock splits, stock
        dividends, or similar transactions.
(2)     The proposed maximum offering price per share and maximum
        aggregate offering price are estimated for the sole purpose of
        calculating the amount of the registration fee.  The maximum
        offering price per share is based upon the average of the high
        and low sale prices of the Common Stock as reported in The Wall
        Street Journal for the "New York Stock Exchange -- Composite
        Transactions" for July 31, 1997, pursuant to Rule 457(h)(1).
(3)     Includes a minimum registration fee of $100 for the Common Stock
        Purchase Rights.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

   (a)      The Annual Report of Baldor Electric Company (the "Company")
            on Form 10-K for the year ended December 28, 1996, filed
            pursuant to Section 13(a) of the Securities Exchange Act of
            1934, as amended (the "Exchange Act").

   (b)      1.   The Company's Quarterly Report on Form 10-Q for the quarter
                 ended March 29, 1997, filed pursuant to Section 13(a) of
                 the Exchange Act.

            2.   The Company's Current Report on Form 8-K dated April 18,
                 1997, filed pursuant to Section 13(a) of the Exchange Act.

   (c)      1.   The description of the Company's Common Stock, $.10 par
                 value, as contained in the Registration Statement filed
                 pursuant to Section 12 of the Exchange Act, including any
                 amendment or report filed for the purpose of updating such
                 description.

            2.   The description of the Company's Common Stock Purchase
                 Rights, as contained in the Registration Statement on Form
                 8-A filed pursuant to Section 12 of the Exchange Act on May
                 16, 1988, as amended by the Company's Form 8-A/A dated
                 March 21, 1996, for the purpose of updating such
                 description.

All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange 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 reports and documents.  Any statement incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement 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 such statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

Not applicable.
II-1
Item 5.  Interests of Named Experts and Counsel.

A partner in the law firm of Peper, Martin, Jensen, Maichel and
Hetlage, the law firm issuing the opinion called for by Exhibit 5 of
Regulation S-K, is a co-trustee of a revocable living trust of which a
shareholder of the Company is the settlor and beneficiary (the
"Trust").  The Trust is the beneficial owner of 44,217 shares of
Common Stock of the Company.  The attorney who is the co-trustee
disclaims beneficial ownership of these shares.

One partner in the aforementioned law firm beneficially owns 560
shares of Common Stock of the Company.  Another partner owns 409
shares.

Two attorneys who are of counsel to the aforementioned law firm are
the trustees and one of the attorneys is the beneficiary of a trust
which owns 2,500 shares.

Item 6.  Indemnification of Directors and Officers.

Pursuant to Mo. Rev. Stat. para. 351.355 a company incorporated under the
laws of the State of Missouri may indemnify its directors and officers
against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred as a
result of civil, criminal, administrative or investigative proceedings
threatened or pending against such parties (other than such actions by
or in the right of the corporation) if the officer or director acted
in good faith and in a manner which he or she reasonably believed to
be in or not opposed to the best interest of the Company and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful.  With respect to actions
by or in the right of the corporation, the corporation may indemnify
directors and officers against expenses, including attorneys' fees and
amounts paid in settlement actually and reasonably incurred in
connection with the defense or settlement of the action or suit, if he
or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interest of the
corporation, except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct, unless and only to
the extent that the court in which such action is brought determines
the person is entitled to indemnification.

Section 357.355 allows a corporation to adopt provisions in its
articles of incorporation or bylaws or to enter into agreements (which
bylaws or agreements have been adopted by the shareholders) which
provide for indemnity of the corporation's officers and directors
based on a lower standard of conduct, except for knowingly fraudulent,
deliberately dishonest or willful misconduct.

In addition, under Missouri law, the Company may purchase and maintain
insurance on behalf of its officers and directors for any liability
incurred by such parties in connection with their status as an officer
or director of the Company, regardless of whether the Company would
II-2
have the power under Missouri law to indemnify its officers or
directors against such liability.

Article Ten of the Company's Restated Articles of Incorporation, as
amended, provides that Baldor shall indemnify its officers and
directors in all actions, whether derivative, nonderivative, civil,
criminal, administrative or investigative, if such party's conduct is
not finally adjudged to be knowingly fraudulent, deliberately
dishonest or willful misconduct.  This is a lower standard than that
set forth in the statute.  Baldor also maintains directors' and
officers' liability insurance which protects each director or officer
from liability for actions taken in their capacity as directors or
officers.  This insurance may provide broader coverage for such
individuals than may be required by Article Ten of the Company's
Restated Articles of Incorporation, as amended.                             

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

See Exhibit Index.

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;

                 (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. 
                        Notwithstanding the foregoing, any increase or
                        decrease in volume of securities offered (if the
                        total dollar value of securities offered would not
                        exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to
                        Rule 424(b) if, in the aggregate, the changes in
                        volume and price represent no more than a 20% change
                        in the maximum aggregate offering price set forth in
                        the "Calculation of Registration Fee" table in the
                        effective registration statement;
II-3
                 (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 registration statement is on Form S-3, Form S-8, or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission 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 being offered therein, and the offering of such
            securities at that time shall be deemed to be the initial bona
            fide offering thereof.

   (c)      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.
II-4
                            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 Fort Smith,
State of Arkansas, on August 4, 1997.

                              BALDOR ELECTRIC COMPANY
                              (Registrant)

                              By:          /s/  R. L. Qualls              
                                      R. L. Qualls
                                      Vice Chairman & Chief Executive Officer

                         POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints R. S. Boreham, Jr. and R. L.
Qualls and each of them (with full power to each of them to act
alone), 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 or 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, 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.
II-5
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                      Title                        Date

/s/ R. S. Boreham, Jr.         Chairman of the Board      )
R. S. Boreham, Jr.             of Directors               )
                                                          )
                                                          )
/s/ R. L. Qualls               Vice Chairman              )
R.L. Qualls                    of the Board of Directors, )
                               Chief Executive Officer    )
                               and Director (Principal    )
                               Executive Officer)         )
                                                          )
                                                          )
/s/ Lloyd G. Davis             Executive Vice President - )
Lloyd G. Davis                 Finance, Chief Financial   )
                               Officer, Secretary and     )
                               Treasurer (Principal       )
                               Financial and Accounting   )
                               Officer)                   )
                                                          )
                                                          )
/s/ Jefferson W. Asher, Jr.    Director                   )
Jefferson W. Asher, Jr.                                   )  Aug. 4, 1997
                                                          )
                                                          )
/s/ Fred C. Ballman            Director                   )
Fred C. Ballman                                           )
                                                          )
                                                          )
/s/ O. A. Baumann              Director                   )
O. A. Baumann                                             )
                                                          )
                                                          )
/s/ John A. McFarland          President and Director     )
John A. McFarland                                         )
                                                          )
                                                          )
/s/ Robert J. Messey           Director                   )
Robert J. Messey                                          )
                                                          )
                                                          )
/s/ Robert L. Proost           Director                   )
Robert L. Proost                                          )
                                                          )
                                                          )
/s/ Willis J. Wheat            Director                   )
Willis J. Wheat                                           )
II-6
                               EXHIBIT INDEX

           Exhibit No.                      Description

                4          Omitted - Inapplicable

              5(i)         Opinion of Peper, Martin, Jensen, Maichel and
                           Hetlage as to legality of securities, including
                           its consent

               15          Omitted - Inapplicable

            23(i)(a)       Consent of Ernst & Young LLP

            23(i)(b)       Consent of Peper, Martin, Jensen, Maichel and
                           Hetlage as to legality of securities (contained in
                           Exhibit No. 5(i))

               24          Power of Attorney (see Signature Page)

* Numbers correspond to document numbers in Exhibit Table of Item 601
of Regulation S-K.
II-7