<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
__________________
Regal Beloit Corporation
_____________________________
(Name of Issuer)
Common Stock
_____________________________
(Title of Class of Securities)
758750103
_________
(CUSIP Number)
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the filing person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent (5%) of the class of securities described
in Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent (5%) or less of
such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
Page 1 of 5 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CUSIP No. 758750103
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Reporting Person:
MARSHALL & ILSLEY CORPORATION, I.D. No. 39-0452805
2) Check the Appropriate Box if a Member of a Group (See
Instructions):
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Citizenship or Place of Organization:
MARSHALL & ILSLEY CORPORATION IS A WISCONSIN CORPORATION
Number of Shares 5) Sole Voting Power: 1,154,942
Beneficially Owned _______________________________________
by Each Reporting
Person With: 6) Shared Voting Power: 18,200
_______________________________________
7) Sole Dispositive Power: 222,424
_______________________________________
8) Shared Dispositive Power: 9,200
9) Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,173,142
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions):
N/A
11) Percent of Class Represented by Amount in Row 9:
5.74%
12) Type of Reporting Person (See Instructions):
HC
Page 2 of 5 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INSTRUCTIONS:
A. Statements containing the information required by this
Schedule shall be filed not later than February 14
following the calendar year covered by the statement or
within the time specified in Rule 13d-1(b)(2), if
applicable.
B. Information contained in a form which is required to be
filed by rules under Section 13(f) (15 USC 78m(f)) for the
same calendar year as that covered by a statement on this
Schedule may be incorporated by reference in response to
any of the items of this Schedule. If such information is
incorporated by reference in this Schedule, copies of the
relevant pages of such form shall be filed as an exhibit to
this Schedule.
C. The item numbers and captions of the items shall be
included but the text of the items is to be omitted. The
answers to the items shall be so prepared as to indicate
clearly the coverage of the items without referring to the
text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
Item 1(a). Name of Issuer:
Regal Beloit Corporation
Item 1(b). Address of Issuer's Principal Executive
Offices:
200 State Street, Beloit, Wisconsin 53511
Item 2(a). Name of Person Filing:
Marshall & Ilsley Corporation
Item 2(b). Address or Principal Business Office or, if
none, Residence:
770 N. Water Street, Milwaukee, Wisconsin
Item 2(c). Citizenship:
Wisconsin Corporation
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
571834100
Page 3 of 5 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Item 3. If this statement is flied pursuant to rules
13d-l(b)(1), or 13d-2(b), check whether the person
filing is a:
(a) [ ] Broker or dealer registered under Section 15 of
the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19)
of the Act
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act
(e) [ ] Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment fund: see Sec. 240.13d-l(b)(1)(ii)(F)
(g) [X] Parent Holding Company, in accordance with Sec.
240.13d-l(b)(1)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Sec.
240.13d-l(b)(1)(h)(H)
Item 4. Ownership.
(a) Amount Beneficially Owned:
1,173,142
(b) Percent of Class:
5.74%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
1,154,942
(ii) Shared power to vote or to direct the vote
18,200
(iii) Sole power to dispose or to direct the
disposition of
222,424
(iv) Shared power to dispose or to direct the
disposition of
189,357.702
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
In response to Item 6, bank trust beneficiaries and
customers are known to have the right to receive or
the power to direct the receipt of dividends from or
the proceeds from the sale of the subject securities.
No such person is known to possess such an interest
relating to more than 5% of the class of subject
securities.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
The parent holding company has filed this schedule
pursuant to Rule 13d-l(b)(1)(ii)(g) and each relevant
subsidiary hereby consents to the filing of this
statement on its behalf by the parent company.
Page 4 of 5 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Marshall & Ilsley Trust Company
a Wisconsin banking corporation
Tax Identification No. 39-1186267
Marshall & Ilsley Trust Company of Florida
a Florida trust company
Tax Identification No. 39-1501473
Item 8. Identification and Classification of Members of the
Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
The following certification shall be included if the statement
is filed pursuant to Rule 13d-l(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not
acquired in connection with or as a participant in any
transaction having such purposes or effect.
Signature.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 10, 1995
______________________________________________________
Signature: /s/ Patricia R. Justiliano
______________________________________________________
Name/Title: Patricia R. Justiliano, Senior Vice President &
Corporate Controller
__________________________________________________________
Page 5 of 5 Pages
(13G-REGAL)
