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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
__________________
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
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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: 1,144,942
Beneficially Owned _______________________________________________
by Each Reporting
Person With: 6) Shared Voting Power: 20,200
_______________________________________________
7) Sole Dispositive Power: 222,424
_______________________________________________
8) Shared Dispositive Power: 11,200
_______________________________________________
9) Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,165,142
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:
5.68%
12) Type of Reporting Person (See Instructions):
HC
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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
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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:
1,165,142
(b) Percent of Class:
5.68%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
1,144,942
(ii) Shared power to vote or to direct the vote
20,200
(iii) Sole power to dispose or to direct the disposition of
222,424
(iv) Shared power to dispose or to direct the disposition of
11,200
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.
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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 14, 1996
___________________________________________________________
Signature: /s/ Patricia R. Justiliano
___________________________________________________________
Name/Title: Patricia R. Justiliano, Senior Vice President
& Corporate Controller
___________________________________________________________
Page 5 of 5
(13G-REGAL)
