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)
                             ____________________
                                   
                                   
                MARATHON ELECTRIC HOURLY 401(k) SAVINGS 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>                                   

                      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 Marathon        (2)            $4,000,000          $1,180.00
  Electric Hourly 401(k) 
  Savings Plan
  ___________________________________________________________________________
    
  (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 accounts 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 $4,000,000
         through December 31, 2007, a maximum of 126,984 shares would need
         to be registered at this time.
<PAGE>

                                   PART I
                                  
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                  
      The document or documents containing the information sepcified 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.   Agreement and Plan of Merger among the Registrant, Regal-Beloit
          Acquisition Corp., and Marathon Electric Manufacturing Corporation
          dated as of February 26, 1997, as amended and restated March 17, 1997
          and March 26, 1997 filed as Exhibit 2.1 on Regal-Beloit Corporation's
          Form 8-K dated April 10,1997.
  
     8.   Credit Agreement among Registrant, Bank of America Illinois, M&I
          Marshall & Ilsley Bank and the Other Financial Institutions Party
          hereto dated as of March 26, 1997; Schedule 2.01 Guaranty Agreements
          dated March 26, 1997; and Promissory Notes dated March 26, 1997
          filed as Exhibit 2.2 on Regal-Beloit Corporation's Form 8-K dated
          April 10, 1997.
  
     9.   Amended and Restated Credit Agreement Dated as of May 30, 1997 among
          Registrant, Bank of America Illinois, as Documentation Agent, M&I
          Marshall & Ilsley Bank, as Administrative Agent and Letter of Credit
          Issuing Bank, Firstar Bank Milwaukee, N.A., Harris Trust and Savings
          Bank and The Northern Trust Company, as Co-Agents, and The Other
          Financial Institutions Party Hereto Arranged by Bancamerica
          Securities, Inc. As Syndication Agent; Disclosure Schedules and
          Attached Exhibits; and Promissory Note filed as Exhibit 2.3
          to Regal-Beloit Corporation's Quarterly Report on Form 10-Q dated
          August 8, 1997.
<PAGE>

  
     10.  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 $.01 par value and a cash component.  These securities are
  purchased by employees through payroll deferral and have been previously
  registered by the Company for purchase on the open market.
  
  Item 5.      Interests of Named Experts and Counsel
               --------------------------------------
  
  Not applicable.
  
  Item 6.      Indemnification of Directors and Officers
               -----------------------------------------
  
  Under 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 post-effective 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 event 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
<PAGE>

               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 statement 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
<PAGE>

  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
  
Exhibit No.                                                       Page No.
----------                                                        -------
<S>          <C> 
4.1          Marathon Electric Hourly 401(k) Savings Plan 
             effective March 1, 1992, as amended through 
             February 1, 1998.
  
4.2          Marathon Electric Master Trust Agreement effective 
             January 1992, as amended effective April 18, 1995.
  
4.3          Regal-Beloit Corporation Master Trust Agreement
             effective November 1, 1997.
  
23.1         Consent of Wipfli Ullrich Bertelson LLP.
  
24.1         Powers of Attorney (Signature page of this Registration)
  
24.2         Signature of Marshall & Ilsley Trust Company (Trustee)
  
99           Internal Revenue Service determination letter of tax 
             qualifed status
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15479}]
{"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": "333-48795", "film-number": "98576601"}, "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)
                             ____________________
                                   
                                   
                MARATHON ELECTRIC HOURLY 401(k) SAVINGS 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 Marathon        (2)            $4,000,000          $1,180.00
  Electric Hourly 401(k) 
  Savings Plan
  ___________________________________________________________________________
    
  (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 accounts 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 $4,000,000
         through December 31, 2007, a maximum of 126,984 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 sepcified 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.   Agreement and Plan of Merger among the Registrant, Regal-Beloit
          Acquisition Corp., and Marathon Electric Manufacturing Corporation
          dated as of February 26, 1997, as amended and restated March 17, 1997
          and March 26, 1997 filed as Exhibit 2.1 on Regal-Beloit Corporation's
          Form 8-K dated April 10,1997.
  
     8.   Credit Agreement among Registrant, Bank of America Illinois, M&I
          Marshall & Ilsley Bank and the Other Financial Institutions Party
          hereto dated as of March 26, 1997; Schedule 2.01 Guaranty Agreements
          dated March 26, 1997; and Promissory Notes dated March 26, 1997
          filed as Exhibit 2.2 on Regal-Beloit Corporation's Form 8-K dated
          April 10, 1997.
  
     9.   Amended and Restated Credit Agreement Dated as of May 30, 1997 among
          Registrant, Bank of America Illinois, as Documentation Agent, M&I
          Marshall & Ilsley Bank, as Administrative Agent and Letter of Credit
          Issuing Bank, Firstar Bank Milwaukee, N.A., Harris Trust and Savings
          Bank and The Northern Trust Company, as Co-Agents, and The Other
          Financial Institutions Party Hereto Arranged by Bancamerica
          Securities, Inc. As Syndication Agent; Disclosure Schedules and
          Attached Exhibits; and Promissory Note filed as Exhibit 2.3
          to Regal-Beloit Corporation's Quarterly Report on Form 10-Q dated
          August 8, 1997.
10.  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 $.01 par value and a cash component.  These securities are
  purchased by employees through payroll deferral and have been previously
  registered by the Company for purchase on the open market.
  
  Item 5.      Interests of Named Experts and Counsel
               --------------------------------------
  
  Not applicable.
  
  Item 6.      Indemnification of Directors and Officers
               -----------------------------------------
  
  Under 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 post-effective 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 event 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 statement 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.                                                       Page No.
----------                                                        -------
4.1          Marathon Electric Hourly 401(k) Savings Plan 
             effective March 1, 1992, as amended through 
             February 1, 1998.
  
4.2          Marathon Electric Master Trust Agreement effective 
             January 1992, as amended effective April 18, 1995.
  
4.3          Regal-Beloit Corporation Master Trust Agreement
             effective November 1, 1997.
  
23.1         Consent of Wipfli Ullrich Bertelson LLP.
  
24.1         Powers of Attorney (Signature page of this Registration)
  
24.2         Signature of Marshall & Ilsley Trust Company (Trustee)
  
99           Internal Revenue Service determination letter of tax 
             qualifed status