Registration No. 33 - ________________________

     As filed with the Securities and Exchange Commission on March 27, 1998
________________________________________________________________________________


                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549



                                  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 of Incorporation)            (I.R.S. Employer Identification Number)

                               200 State Street
                              Beloit, WI  53511
        (Address of principal executive offices, including Zip Code)
                              ____________________


                REGAL-BELOIT CORPORATION SAVINGS & PROTECTION PLAN
                           (Full Title of the Plan)
                             ____________________

                               James L. Packard
                          Chairman, President and CEO
                            Regal-Beloit Corporation
                               200 State Street
                               Beloit WI 53511
                     (Name and address of agent for service)



                               (608) 364-8800
          (Telephone Number, including area code, of agent for service)
                             ____________________
<PAGE>
<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE

_____________________________________________________________________________
<S>                           <C>                 <C>                   <C>         
                                                     Proposed                      
Title of securities             Amount to         maximum aggregate         Amount of
to be registered              be registered       offering price (1)    registration fee

__________________________________________________________________________________________________

Interests in Savings &            (2)              $1,500,000               $442.50
Protection Plan
_____________________________________________________________________________
</TABLE>
[FN]
(1)  Computed pursuant to Rule 457(h), only with respect to the estimate
     aggregate employee contributions through December 31, 2007.

(2)  An indeterminate number of shares as may be purchased from time to time at
     market prices for allocation to the amounts of employees participating in
     the Plan.  Based on a market price of $31.50 on March 23, 1998, and based
     on estimate aggregate employee contributions allocated to the
     Company Stock Fund of $1,500,000 through December 31, 2007, a maximum of
     47,619 shares would need to be registered at this time.
</FN>
<PAGE>

                                   PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission
(the "Commission") as part of this Form S-8 Registration Statement.

                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS

Item 3.      Incorporation of Documents by Reference
             ---------------------------------------

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

    1.    The Company's annual report filed on Form 10-K for the year ended
          December 31, 1997.

    2.    The Company's Current Reports on Form 8-K filed as Exhibits 2.1 and
          2.2 dated April 10, 1997 and 2.3 dated August 8, 1997.

    3.    The Company's proxy statement filed on Schedule 14A dated March
          13, 1998.

    4.    The description of the Company's Common Stock as set forth in 
          Article 3 of the Articles of Amendment to the Articles of
          Incorporation filed as Exhibit B to the 1994 Proxy Statement.

    5.    Bylaws of the Registrant filed as Exhibit C to the 1994 Proxy
          Statement.

    6.    Agreement and Plan of Merger by and between the Registrant and Regal-
          Beloit Corporation, dated as of April 18, 1994 filed as Exhibit A to
          Annual Meeting Proxy Statement of Regal-Beloit Corporation dated
          March 11, 1994.

    7.    The Company's Registration Statement on Form S-8 dated
          October 28, 1988, Registration No. 33-25233.


All documents subsequently filed by the Company and the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, (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 documents.

Item 4.    Description of Securities
           -------------------------

The securities being offered pursuant to the Registration consist of
participation interests in the Plan which consist of the Company's common stock
at $0.01 par value and a cash component.  These securities are purchased by
employees thorough payroll deferral.  The securities have been previously
registered by the Company and are purchased on the open market.

Item 5.        Interests of Named Experts and Counsel
               --------------------------------------

Not applicable
<PAGE>

Item 6.        Indemnification of Directors and Officers
               -----------------------------------------

Under the provisions of Sections 180.0850 to 180.0859 of the Wisconsin Business
Corporation Law and Article VIII of the Bylaws of the Company, directors,
officers and persons controlling the Company are indemnified by the Company
under certain circumstances for certain liabilities and expenses.  In addition,
officers and directors of the Company are insured, under a policy of insurance
paid for by the Company, under certain circumstances for certain liabilities and
expenses.

Item 7.        Exemption from Registration Claimed
               -----------------------------------
Not applicable

Item 8.          Exhibits
                 -------

The Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.

Item 9.    Undertakings
           ------------

The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
posteffective amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3) of the
               Securities Act of 1933, as amended (the "Securities Act"); 
          (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.
         (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) of this section
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
Exchange Act that are incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act, 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.
<PAGE>   

     (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.

     (4)  If the registrant is a foreign private issuer, to file a post-
          effective amendment to the registration statement to include any 
          financial statements required by 3-19 of Regulation S-X at the start
          of any delayed offering or throughout a continuous offering.
          Financial statements and information otherwise required by Section
          10(a)(3) of the Securities Act need not be furnished, provided that
          the registrant includes in the prospectus, by means of a post-
          effective amendment, financial statements required pursuant to this
          paragraph (a)(4) and other information necessary to ensure that all
          other information in the prospectus is at least as current as the date
          of those financial statements.  Notwithstanding the foregoing, with
          respect to registration statements on Form F-3, a post-effective
          amendment need not be filed to include financial statements and
          information required by Section (10)(a)(3) of the Securities Act or
          Rule 3-19 of Regulation S-X if such financial statements and
          information are contained in periodic reports filed with or furnished
          to the Commission by the registrant pursuant to section 13 or section
          15(d) of the Exchange Act that are incorporated by reference in the
          Form F-3.

     (b)  That, for the purposes of determining any liability under the
          Securities Act, each filing of the registrant's annual report pursuant
          to section 13(a) or section 15(d) of the Exchange Act (and where
          applicable, each filing of an employee benefit plan's annual         
          report pursuant to section 15(d) of the Exchange Act) 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)  Insofar as indemnification for liabilities arising under the
          Securities Act 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 Securities 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 Securities Act and
          will be governed by the final adjudication of such issue.
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT INDEX
 
<S>            <C>
Exhibit No.    Description
-----------    -----------
 
4.1            Regal-Beloit Corporation Savings & Protection Plan effective
               October 1, 1997, as amended October 2, 1989.

4.2            Regal-Beloit Corporation Master Trust Agreement effective
               November 1, 1997.

23.1           Consent of Arthur Andersen, LLP

24.1           Powers of Attorney (filed herein)

24.2           Signature of Marshall & Ilsley Trust Company  (Trustee)

99             Internal Revenue Service determination letter of tax qualified
               status dated January 20, 1993.
</TABLE>
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13585}]
{"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": "333-48789", "film-number": "98576467"}, "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"}]}
Registration No. 33 - ________________________

     As filed with the Securities and Exchange Commission on March 27, 1998
________________________________________________________________________________

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                  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 of Incorporation)            (I.R.S. Employer Identification Number)

                               200 State Street
                              Beloit, WI  53511
        (Address of principal executive offices, including Zip Code)
                              ____________________

                REGAL-BELOIT CORPORATION SAVINGS & PROTECTION PLAN
                           (Full Title of the Plan)
                             ____________________

                               James L. Packard
                          Chairman, President and CEO
                            Regal-Beloit Corporation
                               200 State Street
                               Beloit WI 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                      
Title of securities             Amount to         maximum aggregate         Amount of
to be registered              be registered       offering price (1)    registration fee

__________________________________________________________________________________________________

Interests in Savings &            (2)              $1,500,000               $442.50
Protection Plan
_____________________________________________________________________________
[FN]
(1)  Computed pursuant to Rule 457(h), only with respect to the estimate
     aggregate employee contributions through December 31, 2007.

(2)  An indeterminate number of shares as may be purchased from time to time at
     market prices for allocation to the amounts of employees participating in
     the Plan.  Based on a market price of $31.50 on March 23, 1998, and based
     on estimate aggregate employee contributions allocated to the
     Company Stock Fund of $1,500,000 through December 31, 2007, a maximum of
     47,619 shares would need to be registered at this time.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document or documents containing the information specified in Part I
are not required to be filed with the Securities and Exchange Commission
(the "Commission") as part of this Form S-8 Registration Statement.

                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS

Item 3.      Incorporation of Documents by Reference
             ---------------------------------------

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

    1.    The Company's annual report filed on Form 10-K for the year ended
          December 31, 1997.

    2.    The Company's Current Reports on Form 8-K filed as Exhibits 2.1 and
          2.2 dated April 10, 1997 and 2.3 dated August 8, 1997.

    3.    The Company's proxy statement filed on Schedule 14A dated March
          13, 1998.

    4.    The description of the Company's Common Stock as set forth in 
          Article 3 of the Articles of Amendment to the Articles of
          Incorporation filed as Exhibit B to the 1994 Proxy Statement.

    5.    Bylaws of the Registrant filed as Exhibit C to the 1994 Proxy
          Statement.

    6.    Agreement and Plan of Merger by and between the Registrant and Regal-
          Beloit Corporation, dated as of April 18, 1994 filed as Exhibit A to
          Annual Meeting Proxy Statement of Regal-Beloit Corporation dated
          March 11, 1994.

    7.    The Company's Registration Statement on Form S-8 dated
          October 28, 1988, Registration No. 33-25233.

All documents subsequently filed by the Company and the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, (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 documents.

Item 4.    Description of Securities
           -------------------------

The securities being offered pursuant to the Registration consist of
participation interests in the Plan which consist of the Company's common stock
at $0.01 par value and a cash component.  These securities are purchased by
employees thorough payroll deferral.  The securities have been previously
registered by the Company and are purchased on the open market.

Item 5.        Interests of Named Experts and Counsel
               --------------------------------------

Not applicable
Item 6.        Indemnification of Directors and Officers
               -----------------------------------------

Under the provisions of Sections 180.0850 to 180.0859 of the Wisconsin Business
Corporation Law and Article VIII of the Bylaws of the Company, directors,
officers and persons controlling the Company are indemnified by the Company
under certain circumstances for certain liabilities and expenses.  In addition,
officers and directors of the Company are insured, under a policy of insurance
paid for by the Company, under certain circumstances for certain liabilities and
expenses.

Item 7.        Exemption from Registration Claimed
               -----------------------------------
Not applicable

Item 8.          Exhibits
                 -------

The Exhibit Index immediately preceding the exhibits is incorporated herein by
reference.

Item 9.    Undertakings
           ------------

The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
posteffective amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3) of the
               Securities Act of 1933, as amended (the "Securities Act"); 
          (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.
         (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) of this section
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
Exchange Act that are incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act, 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.

     (4)  If the registrant is a foreign private issuer, to file a post-
          effective amendment to the registration statement to include any 
          financial statements required by 3-19 of Regulation S-X at the start
          of any delayed offering or throughout a continuous offering.
          Financial statements and information otherwise required by Section
          10(a)(3) of the Securities Act need not be furnished, provided that
          the registrant includes in the prospectus, by means of a post-
          effective amendment, financial statements required pursuant to this
          paragraph (a)(4) and other information necessary to ensure that all
          other information in the prospectus is at least as current as the date
          of those financial statements.  Notwithstanding the foregoing, with
          respect to registration statements on Form F-3, a post-effective
          amendment need not be filed to include financial statements and
          information required by Section (10)(a)(3) of the Securities Act or
          Rule 3-19 of Regulation S-X if such financial statements and
          information are contained in periodic reports filed with or furnished
          to the Commission by the registrant pursuant to section 13 or section
          15(d) of the Exchange Act that are incorporated by reference in the
          Form F-3.

     (b)  That, for the purposes of determining any liability under the
          Securities Act, each filing of the registrant's annual report pursuant
          to section 13(a) or section 15(d) of the Exchange Act (and where
          applicable, each filing of an employee benefit plan's annual         
          report pursuant to section 15(d) of the Exchange Act) 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)  Insofar as indemnification for liabilities arising under the
          Securities Act 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 Securities 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 Securities Act and
          will be governed by the final adjudication of such issue.
EXHIBIT INDEX
Exhibit No.    Description
-----------    -----------
 
4.1            Regal-Beloit Corporation Savings & Protection Plan effective
               October 1, 1997, as amended October 2, 1989.

4.2            Regal-Beloit Corporation Master Trust Agreement effective
               November 1, 1997.

23.1           Consent of Arthur Andersen, LLP

24.1           Powers of Attorney (filed herein)

24.2           Signature of Marshall & Ilsley Trust Company  (Trustee)

99             Internal Revenue Service determination letter of tax qualified
               status dated January 20, 1993.