<PAGE>
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997
                      Registration 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 EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN
                           (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 -- 1,500,000 (1)
Proposed Maximum Offering Price Per Share -- $31.3125 (2)
Proposed Maximum Aggregate Offering Price -- $46,968,750 (2)
Amount of Registration Fee -- $14,333 (3)

In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Plan.

(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.
<PAGE>
<PAGE>
(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 on 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 August 5, 1997, pursuant to Rule 457(h)(1).

(3)     Includes a minimum registration fee of $100 for the Common Stock
        Purchase Rights.  Pursuant to Rule 457(h)(2), no separate fee is
        required with respect to the plan interests referred to above.






































<PAGE>                               Page 2<PAGE>
                                PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

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

(a)    (1)   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").

       (2)   The Annual Report of the Baldor Electric Company Employees'
             Profit Sharing and Savings Plan (the "Plan") on Form 11-K for
             the year ended December 31, 1996, filed pursuant to Section
             15(d) of 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,
including annual reports on Form 11-K which may be deemed to be filed
by the Plan, 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.


<PAGE>                               II-1<PAGE>
Item 4.  Description of Securities.

Not applicable.

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
Section 601 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
44,127 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 corporation 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 wilful misconduct.


<PAGE>                                II-2<PAGE>
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
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<PAGE>
              (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 this registration statement.

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

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

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

(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<PAGE>
                                  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<PAGE>
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<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Baldor
Electric Company's Profit Sharing and Savings Plan 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
                              EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN

                              By:        BALDOR ELECTRIC COMPANY
                                         (as Plan Administrator)



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






























<PAGE>                              II-7<PAGE>
                              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

           5(ii)(B)            Internal Revenue Service Determination Letter
                                 dated August 24, 1995, with respect to the
                                 Plan

           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 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-8<PAGE>
[{"type": "S-8", "sequence": "1", "description": "S-8 REG OF EMPLOYEES PROFIT SHARING & SAVINGS PLAN", "secsgml_size_bytes": 21855}]
{"company-data": {"conformed-name": "BALDOR ELECTRIC CO", "cik": "0000009342", "assigned-sic": "3621", "irs-number": "430168840", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33287", "film-number": "97654844"}, "business-address": {"street1": "5711 R S BOREHAM JR ST", "street2": "P O BOX 2400", "city": "FORT SMITH", "state": "AR", "zip": "72902-2400", "phone": "5016464711"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997
                      Registration 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 EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN
                           (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 -- 1,500,000 (1)
Proposed Maximum Offering Price Per Share -- $31.3125 (2)
Proposed Maximum Aggregate Offering Price -- $46,968,750 (2)
Amount of Registration Fee -- $14,333 (3)

In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Plan.

(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 on 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 August 5, 1997, pursuant to Rule 457(h)(1).

(3)     Includes a minimum registration fee of $100 for the Common Stock
        Purchase Rights.  Pursuant to Rule 457(h)(2), no separate fee is
        required with respect to the plan interests referred to above.
Page 2
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

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

(a)    (1)   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").

       (2)   The Annual Report of the Baldor Electric Company Employees'
             Profit Sharing and Savings Plan (the "Plan") on Form 11-K for
             the year ended December 31, 1996, filed pursuant to Section
             15(d) of 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,
including annual reports on Form 11-K which may be deemed to be filed
by the Plan, 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.
II-1
Item 4.  Description of Securities.

Not applicable.

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
Section 601 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
44,127 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 corporation 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 wilful misconduct.
II-2
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
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 this registration statement.

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

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

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

(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
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Baldor
Electric Company's Profit Sharing and Savings Plan 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
                              EMPLOYEES' PROFIT SHARING AND SAVINGS PLAN

                              By:        BALDOR ELECTRIC COMPANY
                                         (as Plan Administrator)

                              By:             /s/  R. L. Qualls              
                                    R. L. Qualls
                                    Vice Chairman & Chief Executive Officer
II-7
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

           5(ii)(B)            Internal Revenue Service Determination Letter
                                 dated August 24, 1995, with respect to the
                                 Plan

           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 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-8