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 SALARIED EMPLOYEES' 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)           $10,000,000         $2,950.00
  Electric Salaried Employees'
  401(k) Savings Plan
  ___________________________________________________________________________

  (1)     Computed pursuant to Rule 457(h), only with respect to the estimated
          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 estimated aggregate employee
          contributions allocated to the Company Stock Fund of $10,000,000
          through December 31, 2007, a maximum of 317,460 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 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.   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 registered)
<PAGE>

              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 From 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
<PAGE>

           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.     Description                                           Page No.
----------      -----------                                           -------
<S>             <C>
4.1             Marathon Electric Salaried Employees' 401(k) Savings
                Plan effective January 1, 1982, as amended through
                February 1,1998.

4.2             Marathon Electric Master Trust Agreement effective
                January 1, 1992, as amended 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
                qualified status
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15253}]
{"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": "333-48815", "film-number": "98577149"}, "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 SALARIED EMPLOYEES' 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)           $10,000,000         $2,950.00
  Electric Salaried Employees'
  401(k) Savings Plan
  ___________________________________________________________________________

  (1)     Computed pursuant to Rule 457(h), only with respect to the estimated
          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 estimated aggregate employee
          contributions allocated to the Company Stock Fund of $10,000,000
          through December 31, 2007, a maximum of 317,460 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.   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 From 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.     Description                                           Page No.
----------      -----------                                           -------
4.1             Marathon Electric Salaried Employees' 401(k) Savings
                Plan effective January 1, 1982, as amended through
                February 1,1998.

4.2             Marathon Electric Master Trust Agreement effective
                January 1, 1992, as amended 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
                qualified status