10-K405/A

                  SECURITIES  AND  EXCHANGE  COMMISSION
                       WASHINGTON,  D.C.    20549

                              FORM  10-K/A
                                Number 1
                                    
          ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15 (d)
               OF  THE  SECURITIES  EXCHANGE  ACT OF  1934

For the fiscal year ended December 31, 1995       Commission file number 1-7283

                        REGAL-BELOIT  CORPORATION
         (Exact Name of Registrant as Specified in Its Charter)


       Wisconsin                                        39-0875718
(State of Incorporation)                   (I.R.S. Employer Identification No.)

          200 State Street                             
          Beloit, Wisconsin                             53511-6254
(Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code:  (608) 364-8800
===============================================================================
           Securities registered pursuant to Section 12 (b) of the Act:


                                                     Name of Each Exchange on
    Title of Each Class                                 Which  Registered  
- -----------------------------                        ------------------------
Common Stock ($.01 Par Value)                        American Stock Exchange

Securities registered pursuant to Section 12 (g) of the Act................None
                                                               (Title of Class)
===============================================================================
Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.     Yes   X          No  
  
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 
of Regulation S-K is not contained herein, and will not be contained, to the 
best of registrant's knowledge, in definitive proxy or information statements 
incorporated by reference in Part III of this Form 10-K or any amendment to 
this Form 10-K.   X   

The aggregate market value of the voting stock held by non-affiliates of the 
registrant as of March 20, 1996 was approximately $407,000,000.

On March 20, 1996 the registrant had outstanding 20,600,707 shares common 
stock, $.01 par value, which is registrant's only class of common stock.
===============================================================================
                      Documents Incorporated by Reference

Documents                                                 Form 10-K Reference

Annual Report to Shareholders for Year Ended
December 31, 1995...................................      I, II, IV

Proxy Statement for Annual Shareholder Meeting to be
Held on April 24, 1996..............................      III


                              Exhibit Index
                                (Revised)




Exhibit 13.1        Annual Report to Shareholders

Exhibit 27          Financial Data Schedule
SIGNATURE
       

                                SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange 
Act of 1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized.


                                REGAL-BELOIT  CORPORATION


                                    Robert C. Burress
                                By: -------------------------------------------
                                    Robert C. Burress
                                    Secretary



April 16, 1996

EX-27

 

<ARTICLE> 5
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                       7,458,000
<SECURITIES>                                         0
<RECEIVABLES>                               41,172,000
<ALLOWANCES>                                 1,140,000
<INVENTORY>                                 49,263,000
<CURRENT-ASSETS>                           102,401,000
<PP&E>                                     130,893,000
<DEPRECIATION>                              58,201,000
<TOTAL-ASSETS>                             175,480,000
<CURRENT-LIABILITIES>                       32,024,000
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                       206,000
<OTHER-SE>                                 135,667,000
<TOTAL-LIABILITY-AND-EQUITY>               175,480,000
<SALES>                                    295,891,000
<TOTAL-REVENUES>                           295,891,000
<CGS>                                      209,430,000
<TOTAL-COSTS>                              209,430,000
<OTHER-EXPENSES>                            32,854,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             776,000
<INCOME-PRETAX>                             53,140,000
<INCOME-TAX>                                20,322,000
<INCOME-CONTINUING>                         32,818,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                32,818,000
<EPS-PRIMARY>                                     1.60
<EPS-DILUTED>                                        0