File No. ____________________________

                                  UNITED STATES
                       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 1994 INCENTIVE STOCK PLAN
                            (Full Title of the Plan)

                               R. S. BOREHAM, JR.
              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 -- 2,000,000 (1)
Proposed Maximum Offering Price Per Share -- $21.875 (2)
Proposed Maximum Aggregate Offering Price -- $43,750,000 (2)
Amount of Registration Fee -- $12,906.25

(1)      Plus such additional shares and associated Common Stock Purchase Rights
         as may be issued by reason of stock splits, stock dividends, or similar
         transactions.
(2)      The proposed  maximum  offering  price per share and maximum  aggregate
         offering  price are estimated for the sole purpose of  calculating  the
         amount of the registration fee. The maximum offering price per share is
         based upon the  average  of the high and low sale  prices of the Common
         Stock as reported  in The Wall  Street  Journal for the "New York Stock
         Exchange -- Composite  Transactions"  for August 21, 1998,  pursuant to
         Rule 457(h)(1).


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

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

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

    (a)      the Annual  Report of Baldor  Electric  Company (the  "Company") on
             Form 10-K for the year ended  January 3, 1998,  filed  pursuant  to
             Section  13(a) of the  Securities  Exchange Act of 1934, as amended
             (the "Exchange Act");

    (b)      1.    the  Company's  Quarterly  Report  on Form  10-Q  for the
                   quarter ended April 4, 1998,  filed pursuant to Section 13(a)
                   of the Exchange Act;

             2.    the Company's  Quarterly  Report on Form 10-Q for the quarter
                   ended July 4, 1998,  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; and

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

All reports and other documents  subsequently  filed by the Company  pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of the filing of such reports and documents. Any statement incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

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

Not applicable.



                                      II-1
<PAGE>

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

A partner in the law firm of  Blackwell  Sanders  Peper Martin LLP, the law firm
issuing the opinion  called for by Exhibit 5 of Regulation  S-K, is a co-trustee
of a revocable living trust of which a shareholder of the Company is the settlor
and  beneficiary  (the  "Trust").  The Trust is the  beneficial  owner of 58,469
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 746 shares of
Common Stock of the Company. Another partner owns 556 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 3,333 shares.

Item 6.  Indemnification of Directors and Officers.

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

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

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

                                      II-2
<PAGE>


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;

                   (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;

                                      II-3
<PAGE>


                         Provided,   however,   that  paragraphs  (a)(1)(i)  and
                         (a)(1)(ii) do not apply if the  registration  statement
                         is on  Form  S-3,  Form  S-8,  or  Form  F-3,  and  the
                         information required to be included in a post-effective
                         amendment by those  paragraphs is contained in periodic
                         reports  filed with or furnished to the  Commission  by
                         the registrant  pursuant to Section 13 or Section 15(d)
                         of  the  Securities  Exchange  Act  of  1934  that  are
                         incorporated   by   reference   in   the   registration
                         statement.

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

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

     (b)  The undersigned  registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under the  Securities  Act of 1933,  each
          filing of the registrant's  annual report pursuant to Section 13(a) or
          Section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
          applicable,  each filing of an employee  benefit  plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is  incorporated by reference in the  registration  statement shall be
          deemed to be a new registration  statement  relating to the securities
          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 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
<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 27, 1998.



                                            BALDOR ELECTRIC COMPANY
                                            (Registrant)

                                            By: /s/  R. S. Boreham, Jr.
                                            ---------------------------
                                               R. S. Boreham, Jr.
                                                    Chairman



                                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


<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       )
----------------------         of Directors (Principal     )
R. S. Boreham, Jr.             Executive Officer           )
            
                                                           )
                                                           )
/s/ R. L. Qualls               Vice Chairman               )
----------------               of the Board of Directors   )
R.L. Qualls                    
                                                           )
                                                           )
/s/ John A. McFarland          President and               )
---------------------          Director                    )
John A. McFarland                                          )
                                                           )
/s/ Lloyd G. Davis             Executive Vice President -  )
---------------------          Finance, Chief Financial    )
Lloyd G. Davis                 Officer, Secretary and      )
                               Treasurer (Principal        )
                               Financial and Accounting    )
                               Officer)                    )
                                                           )
                                                           )
/s/ Jefferson W. Asher, Jr.    Director                    )
---------------------------                                )
Jefferson W. Asher, Jr.                                    ) Aug. 27, 1998
                                                           )                    
                                                           )
/s/ Fred C. Ballman            Director                    )
-------------------                                        )
Fred C. Ballman                                            )
                                                           )
                                                           )
/s/ O. A. Baumann              Director                    )
-----------------                                          )
O. A. Baumann                                              )
                                                           )
                                                           )
/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


<PAGE>

                                  EXHIBIT INDEX



             Exhibit No.                        Description
             -----------                        -----------

                4(1)               Articles Three,  Five, Eight, and Nine of the
                                   Company's  Restated Articles of Incorporation
                                   as  Amended,  filed  as  Exhibit  3(i) to the
                                   Company's  Form  10-Q for the  quarter  ended
                                   July 4,  1998,  and  incorporated  herein  by
                                   reference

                4(2)               Articles  III,  IV, V, VI,  IX, X, and XII of
                                   the Bylaws of the Company (as amended)  dated
                                   February 6, 1995,  filed as Exhibit  3(ii) to
                                   Form  10-K for the year  ended  December  31,
                                   1994, and incorporated herein by reference

                4(3)               Rights  Agreement dated May 6, 1988,  between
                                   Baldor Electric  Company and Wachovia Bank of
                                   North Carolina,  N.A. (formerly Wachovia Bank
                                   &  Trust  Company,  N.A.),  as  Rights  Agent
                                   originally filed as Exhibit 1 to Registrant's
                                   Form 8-K Current Report,  dated May 13, 1988,
                                   and refiled AS Exhibit  4(i) to Form 10-K for
                                   the  year  ended   December  31,  1994,   and
                                   incorporated herein by reference

                4(4)               Amendment  Number  1  to  the   Shareholders'
                                   Rights  Agreement  dated  February  5,  1996,
                                   filed as Exhibit 2 to Registrant's Form 8-A/A
                                   dated March 21, 1996, and incorporated herein
                                   by reference

                5(i)               Opinion of Blackwell Sanders Peper Martin LLP

                 15                Omitted - inapplicable

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

              23(i)(b)             Consent of Blackwell Sanders Peper Martin LLP
                                   (contained in Exhibit No. 5(i))

                 24                Power of Attorney (contained on pages II-5
                                   through II-6)



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




                                      II-7


<PAGE>
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{"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": "333-62331", "film-number": "98698833"}, "business-address": {"street1": "5711 R S BOREHAM JR ST", "street2": "P O BOX 2400", "city": "FORT SMITH", "state": "AR", "zip": "72902-2400", "phone": "5016464711"}}
File No. ____________________________

                                  UNITED STATES
                       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 1994 INCENTIVE STOCK PLAN
                            (Full Title of the Plan)

                               R. S. BOREHAM, JR.
              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 -- 2,000,000 (1)
Proposed Maximum Offering Price Per Share -- $21.875 (2)
Proposed Maximum Aggregate Offering Price -- $43,750,000 (2)
Amount of Registration Fee -- $12,906.25

(1)      Plus such additional shares and associated Common Stock Purchase Rights
         as may be issued by reason of stock splits, stock dividends, or similar
         transactions.
(2)      The proposed  maximum  offering  price per share and maximum  aggregate
         offering  price are estimated for the sole purpose of  calculating  the
         amount of the registration fee. The maximum offering price per share is
         based upon the  average  of the high and low sale  prices of the Common
         Stock as reported  in The Wall  Street  Journal for the "New York Stock
         Exchange -- Composite  Transactions"  for August 21, 1998,  pursuant to
         Rule 457(h)(1).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

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

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

    (a)      the Annual  Report of Baldor  Electric  Company (the  "Company") on
             Form 10-K for the year ended  January 3, 1998,  filed  pursuant  to
             Section  13(a) of the  Securities  Exchange Act of 1934, as amended
             (the "Exchange Act");

    (b)      1.    the  Company's  Quarterly  Report  on Form  10-Q  for the
                   quarter ended April 4, 1998,  filed pursuant to Section 13(a)
                   of the Exchange Act;

             2.    the Company's  Quarterly  Report on Form 10-Q for the quarter
                   ended July 4, 1998,  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; and

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

All reports and other documents  subsequently  filed by the Company  pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of the filing of such reports and documents. Any statement incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

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

Not applicable.

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

A partner in the law firm of  Blackwell  Sanders  Peper Martin LLP, the law firm
issuing the opinion  called for by Exhibit 5 of Regulation  S-K, is a co-trustee
of a revocable living trust of which a shareholder of the Company is the settlor
and  beneficiary  (the  "Trust").  The Trust is the  beneficial  owner of 58,469
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 746 shares of
Common Stock of the Company. Another partner owns 556 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 3,333 shares.

Item 6.  Indemnification of Directors and Officers.

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

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

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

                                      II-2
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;

                   (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;

                                      II-3
Provided,   however,   that  paragraphs  (a)(1)(i)  and
                         (a)(1)(ii) do not apply if the  registration  statement
                         is on  Form  S-3,  Form  S-8,  or  Form  F-3,  and  the
                         information required to be included in a post-effective
                         amendment by those  paragraphs is contained in periodic
                         reports  filed with or furnished to the  Commission  by
                         the registrant  pursuant to Section 13 or Section 15(d)
                         of  the  Securities  Exchange  Act  of  1934  that  are
                         incorporated   by   reference   in   the   registration
                         statement.

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

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

     (b)  The undersigned  registrant  hereby  undertakes  that, for purposes of
          determining  any  liability  under the  Securities  Act of 1933,  each
          filing of the registrant's  annual report pursuant to Section 13(a) or
          Section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
          applicable,  each filing of an employee  benefit  plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is  incorporated by reference in the  registration  statement shall be
          deemed to be a new registration  statement  relating to the securities
          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 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 27, 1998.

                                            BALDOR ELECTRIC COMPANY
                                            (Registrant)

                                            By: /s/  R. S. Boreham, Jr.
                                            ---------------------------
                                               R. S. Boreham, Jr.
                                                    Chairman

                                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       )
----------------------         of Directors (Principal     )
R. S. Boreham, Jr.             Executive Officer           )
            
                                                           )
                                                           )
/s/ R. L. Qualls               Vice Chairman               )
----------------               of the Board of Directors   )
R.L. Qualls                    
                                                           )
                                                           )
/s/ John A. McFarland          President and               )
---------------------          Director                    )
John A. McFarland                                          )
                                                           )
/s/ Lloyd G. Davis             Executive Vice President -  )
---------------------          Finance, Chief Financial    )
Lloyd G. Davis                 Officer, Secretary and      )
                               Treasurer (Principal        )
                               Financial and Accounting    )
                               Officer)                    )
                                                           )
                                                           )
/s/ Jefferson W. Asher, Jr.    Director                    )
---------------------------                                )
Jefferson W. Asher, Jr.                                    ) Aug. 27, 1998
                                                           )                    
                                                           )
/s/ Fred C. Ballman            Director                    )
-------------------                                        )
Fred C. Ballman                                            )
                                                           )
                                                           )
/s/ O. A. Baumann              Director                    )
-----------------                                          )
O. A. Baumann                                              )
                                                           )
                                                           )
/s/ Robert J. Messey           Director                    )
--------------------                                       )
Robert J. Messey                                           )
                                                           )
                                                           )
/s/ Robert L. Proost           Director                    )
--------------------                                       )
Robert L. Proost                                           )
                                                           )
                                                           )
/s/ Willis J. Wheat            Director                    )
-------------------                                        )
Willis J. Wheat                                            )

                                      II-6
EXHIBIT INDEX

             Exhibit No.                        Description
             -----------                        -----------

                4(1)               Articles Three,  Five, Eight, and Nine of the
                                   Company's  Restated Articles of Incorporation
                                   as  Amended,  filed  as  Exhibit  3(i) to the
                                   Company's  Form  10-Q for the  quarter  ended
                                   July 4,  1998,  and  incorporated  herein  by
                                   reference

                4(2)               Articles  III,  IV, V, VI,  IX, X, and XII of
                                   the Bylaws of the Company (as amended)  dated
                                   February 6, 1995,  filed as Exhibit  3(ii) to
                                   Form  10-K for the year  ended  December  31,
                                   1994, and incorporated herein by reference

                4(3)               Rights  Agreement dated May 6, 1988,  between
                                   Baldor Electric  Company and Wachovia Bank of
                                   North Carolina,  N.A. (formerly Wachovia Bank
                                   &  Trust  Company,  N.A.),  as  Rights  Agent
                                   originally filed as Exhibit 1 to Registrant's
                                   Form 8-K Current Report,  dated May 13, 1988,
                                   and refiled AS Exhibit  4(i) to Form 10-K for
                                   the  year  ended   December  31,  1994,   and
                                   incorporated herein by reference

                4(4)               Amendment  Number  1  to  the   Shareholders'
                                   Rights  Agreement  dated  February  5,  1996,
                                   filed as Exhibit 2 to Registrant's Form 8-A/A
                                   dated March 21, 1996, and incorporated herein
                                   by reference

                5(i)               Opinion of Blackwell Sanders Peper Martin LLP

                 15                Omitted - inapplicable

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

              23(i)(b)             Consent of Blackwell Sanders Peper Martin LLP
                                   (contained in Exhibit No. 5(i))

                 24                Power of Attorney (contained on pages II-5
                                   through II-6)

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

                                      II-7