SecProbe.io

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March 9, 2005

Mail Stop 03-06

Henry W. Knueppel
President and Chief Operating Officer
Regal-Beloit Corporation
200 State Street
Beloit, Wisconsin 53511-6254

Re:	Regal-Beloit Corporation
      Registration Statement on Form S-3
      Filed February 14, 2005
		File No. 333-122823

Dear Mr. Knueppel:

      This is to advise you that the staff has reviewed only those
portions of your registration statement that relate to the
comments
below.  Where indicated, we think you should revise your filing in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
You may decide it is appropriate to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We note that the selling shareholder, General Electric,
acquired
the shares being registered for resale in a private transaction in
connection with its sale of assets to the registrant that occurred
approximately one month prior to the filing of this registration
statement.  We further note that:
* General Electric was granted registration rights with respect to
the registered securities at the time it acquired the shares;
* The shares being registered on behalf of General Electric
represent
more than 15% of the total number of outstanding shares of the
issuer;
* The issuer will receive a portion of the proceeds generated by
the
resale of the shares being registered on behalf of General
Electric
if the net proceeds generated by such resales exceed $119 million;
and
* The issuer is responsible for paying General Electric up to $20
million in the event that the sale of the shares being registered
on
behalf of General Electric generate net proceeds of less than $109
million, which results in a reduction of the market risk that
would
otherwise be borne by General Electric in connection with the
ownership of those shares.
In light of the foregoing, please tell us supplementally why the
purported secondary offering by General Electric should not
instead
be viewed as a primary offering on behalf of the issuer, such that
General Electric should be identified as a statutory underwriter
in
the prospectus.  For guidance, refer to Item D.29 of our Manual of
Publicly Available Telephone Interpretations available on our
website
at www.sec.gov.  In addition, if you believe that the offering is
properly viewed as a primary offering, please also supplementally
discuss the application of the restrictions on "at the market
offerings" set forth in Rule 415(a)(4) to sales made by General
Electric under this registration statement.
2. Alternatively, if you continue to believe that the offering of
the
shares held by General Electric is properly viewed as a secondary
offering, please supplementally explain how the registration of
those
shares is consistent with our guidance regarding PIPE transactions
set forth in paragraph (b) of Telephone Interpretation No. 3S
included in the Securities Act section of the March 1999
supplement
to our Manual of Publicly Available Telephone Interpretations.  In
particular, please supplementally explain why you believe that the
issuance of those shares was completed and General Electric was at
market risk prior to the filing of this registration statement,
given
the limitations on General Electric`s market risk and the fact
that
the issuer may receive a portion of the net proceeds from the
resale
of those shares.
3. Please revise to include risk factors as required by Item
503(c)
of Regulation S-K.  We may have further comment.

Use of Proceeds - Page 3
4. We note that the portion of the net proceeds to be received by
Regal-Beloit in connection with sales of the shares being
registered
for resale will depend on the aggregate net proceeds generated
from
those resales as a result of the value-sharing and price
protection
provisions of the Shareholder Agreement.  Please revise this
section
to include a table illustrating the net proceeds to be received by
Regal-Beloit based upon various stated assumed amounts of
aggregate
net proceeds from those resales.  For example, we note that a
similar
table was included as part of the materials filed as Exhibit 99.1
to
your Form 8-K filed on January 6, 2005.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Mary Beth Breslin at (202) 942-2914 or me at
(202) 942-7924 with any other questions.

Sincerely,

							David Ritenour
      Special Counsel

cc (via fax):	Benjamin F. Garmer, III, Esq.
		Jay O. Rothman, Esq.
		Foley & Lardner LLP

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Henry W. Knueppel
Regal-Beloit Corporation
March 9, 2005
Page 4

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