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     FOLEY & LARDNER LLP
ATTORNEYS AT LAW

     777 EAST WISCONSIN AVENUE

MILWAUKEE, WISCONSIN  53202-5306

414.271.2400 TEL

414.297.4900  FAX

www.foley.com

     March 29, 2005

WRITER'S DIRECT LINE

414.297.5553
pjones@foley.com Email

     VIA FACSIMILE

     CLIENT/MATTER NUMBER

015428-0137

Mr. David Ritenour

Special Counsel
U.S.           Securities and Exchange Commission
Division of
Corporation Finance
450 Fifth           Street, N.W.
Washington, DC 20549

Re:
REGAL-BELOIT
Corporation
Registration Statement on Form S-3 filed February 14, 2005
File No. 333-122823
(the “Registration Statement”)

Dear Mr. Ritenour:

        On
behalf of our client, REGAL-BELOIT Corporation, a Wisconsin corporation (the
“Company”), set forth in this letter are the Company’s responses to
comments of the Staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) set forth in the Staff’s letter, dated March 9, 2005,
with respect to the above-referenced filing. The numbered items set forth below repeat (in
bold italics) the comments of the Staff reflected in the Comment Letter, and following
such comments are the Company’s responses (in regular type).

        Enclosed
please find three copies of Amendment No. 1 to the Registration Statement on Form S-3,
which was filed today via EDGAR with the Commission. In addition, please find the written
statement of the Company requested by the Staff in the Comment Letter.

1.
We
note that the selling shareholder, General Electric, acquired the shares being registered
for resale in a privatetransaction in connection with its sale of assets to the
registrant that occurred approximately one month prior tothe 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

     BOSTON

BRUSSELS

CHICAGO

DETROIT

JACKSONVILLE

LOS ANGELES

MADISON

MILWAUKEE

NEW YORK

ORLANDO

SACRAMENTO

SAN DIEGO

SAN DIEGO/DEL MAR

SAN FRANCISCO

SILICON VALLEY

TALLAHASSEE

TAMPA

TOKYO

WASHINGTON, D.C.

WEST PALM BEACH

Mr. David Ritenour
March 29, 2005

Page 2

•
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.

        The
Company respectfully submits that the offering by General Electric Company (“General
Electric”) of shares pursuant to the Registration Statement and the prospectus
constituting a part thereof (the “Prospectus”) is a true secondary offering and
should not be viewed as a primary offering on behalf of the Company. An analysis of the
offering by General Electric under the guidance provided in Item D. 29 of the SEC’s
Manual of Publicly Available Telephone Interpretations supports the Company’s
position.

        Relationship
Between the Company and General Electric. The relationship between the Company and
General Electric is one of adverse parties in two acquisition transactions; the
relationship cannot be viewed in any practical sense as General Electric acting as a
conduit to offer and sell shares on behalf on the Company. As described in the Prospectus,
the Company closed two significant, arm’s length acquisition transactions with
General Electric in 2004. Prior to receiving shares of the Company’s common stock as
partial consideration in the second acquisition transaction, General Electric was not a
shareholder of, or otherwise affiliated with, the Company.

        The
relationship between the Company and General Electric was not initiated, and was never
significantly driven, by a desire or need of the Company to sell shares to the public,
something the Company could have accomplished at anytime without the involvement of
General Electric.

        Circumstances
Under Which General Electric Received the Shares. General Electric received the shares
of common stock as less than one-third of the consideration it received in the December
2004 sale of its HVAC motors and capacitors businesses. In connection with the issuance of
the shares, the Company and General Electric entered into a shareholder agreement that
includes terms and conditions customary in agreements between issuers and significant
investors, including, among other things, demand and piggy-back registration rights,
liquidity opportunities for General Electric to sell the shares over a defined period and
under certain circumstances and a standstill arrangement under which General Electric
agreed not purchase any additional shares for a period of time. General Electric also
accepted significant limitations on the manner and timing of sales of shares by General
Electric and the number of shares that it can sell in those sales. In the shareholder
agreement, General Electric expressly warranted to the Company that it was acquiring the
shares for its own account without a view to a distribution. The heavily negotiated terms
of the shareholder agreement illustrate that General Electric was not acting merely as a
“conduit” for the Company.

Mr. David Ritenour
March 29, 2005

Page 3

        General
Electric’s Ownership of the Shares. The shares were issued to General Electric at
the closing of the acquisition transaction on December 31, 2004. Although the Company
filed the Registration Statement on February 14, 2005 (as required under the shareholder
agreement), there are no guarantees that General Electric will be able to sell its shares
within any period of time or at any particular price. Subject to the limitations in the
shareholder agreement, General Electric retains the ultimate right to decide when to sell
its shares and at what price.

        Sales
of the shares by General Electric under the terms of the shareholder agreement certainly
will not be on behalf of the Company. At the insistence of General Electric, the Company
agreed in the shareholder agreement to file the Registration Statement by February 14,
2005 and to use its best efforts to complete an initial marketing effort to allow General
Electric to sell at least 75% of the shares. Aside from this best efforts commitment of
the Company, General Electric’s demand sale rights with respect to the shares do not
arise until the first anniversary of the shareholder agreement, and those rights are
limited based on the number of shares held by General Electric after that date. In
addition, the Company specifically negotiated the right to register primary shares under
the Registration Statement (and, in fact, is seeking to register $90,000,000 in primary
shares) and to include primary shares for the offer and sale by the Company for its own
account (and reduce the number of General Electric shares) in the initial marketing
effort.

        Amount
of Shares Involved. The number of shares issued, and the rights, limitations and
obligations of each party under the shareholder agreement, resulted from arm’s length
negotiations between the Company and General Electric, not from a desire of the Company to
sell shares to the public. As a result of those negotiations, each side accepted certain
risk relating to the resale of the shares issued to General Electric. With a number of
financing alternatives available for the December 2004 acquisition transaction, the
Company determined that the issuance of the shares to General Electric, in conjunction
with rights and obligations of each party under the shareholder agreement, was the
financing arrangement that transferred the greatest risk from the Company to General
Electric at the closing of the acquisition transaction. By accepting common stock
in the acquisition transaction, General Electric recognized an opportunity to receive
potential upside on any appreciation in the price of the stock, including any favorable
reaction by the market to the combined businesses resulting from the 2004 acquisition
transactions.

Mr. David Ritenour
March 29, 2005

Page 4

        The
Business of General Electric. General Electric is not in the business of underwriting
securities. General Electric is one of the world’s largest diversified technology,
media and financial services companies, operating in more than 100 countries and
employing more than 300,000 people worldwide. From time to time, General Electric holds
equity investments in private and public companies for its own investment purposes, as is
the case with respect to the Company's common stock.

        Receipt
of Proceeds. As the Staff has stated, the question of whether a secondary offering is
really an offering on behalf of an issuer is not merely a question of who receives the
proceeds. As part of the shareholder agreement, the Company and General Electric agreed to
limited value sharing provisions based on certain increases and decreases in the price of
the Company’s common stock from the value at which the shares were initially issued
to General Electric. These limited provisions serve as a hedge relative to certain
fluctuations in the price of the Company’s common stock, but they do not dramatically
alter the economic risk borne by the parties. The Company’s ability to share in a
portion of the aggregate net proceeds received by General Electric is limited in time and
dollar amount and is subject to the satisfaction of certain conditions. Similarly, General
Electric’s right to downside protection is limited in dollar value (maximum of $20
million) and by time (will not apply to any sales by General Electric after December 31,
2009).

        The
Company believes that, under all the circumstances involved, General Electric is not
acting as a mere conduit for the Company. The offering by General Electric of shares
pursuant to the Registration Statement and the Prospectus is, therefore, a true secondary
offering and should not be viewed as a primary offering on behalf of the Company.

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.

        For
the reasons stated above, the Company believes that the offering of the shares held by
General Electric is properly viewed as a secondary offering. The Company further believes
that the registration of those shares is consistent with the Staff’s 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 the Staff’s
Manual of Publicly Available Telephone Interpretations.

Mr. David Ritenour
March 29, 2005

Page 5

        The
issuance of shares to General Electric closed without further conditions on December 31,
2004, and General Electric was subject to market risk relative to the shares so issued as
of that date. The number of shares issued to General Electric was fixed at the time the
acquisition agreement was signed in November 2004, and even at that time there were no
conditions to closing that were within General Electric’s control or that General
Electric could have caused not to be satisfied. There were no convertible or exchangeable
securities issued in the transaction, and General Electric does not have a right to be
issued any additional shares or the ability to reduce the number of shares issued to it
based on the market value of the Company’s common stock.

        The
Company did not file the Registration Statement prior to issuing the shares to General
Electric. In fact, the Company filed the Registration Statement 45 days after the issuance
of the shares to General Electric closed.

        General
Electric is and will remain at risk with respect to the shares. As part of the negotiated
acquisition transaction, the Company and General Electric agreed to a limited price
protection mechanism with respect to the resale of shares issued to General
Electric. Although those provisions may have reduced a limited portion of General
Electric’s risk, General Electric still bears the substantial majority of the market
risk with respect to its resale of the shares. Even if the entire downside price
protection were triggered, General Electric would be at risk in excess of 80% of the value
at which the shares were issued to General Electric. In addition, the price protection
mechanism is based on the aggregate net proceeds received by General Electric on the
resale of all the shares (i.e., in one or more transactions), and as such, General
Electric’s downside price protection would be partially offset by any resales of the
shares by General Electric at per share prices above the per share value at which the
shares were initially issued to General Electric. In addition, the price protection
provisions are also limited by time; they will not apply to any sales of shares by General
Electric after December 31, 2009.

        The
Company respectfully submits that, when viewed in light of all the circumstances involved,
the issuance of the shares to General Electric is consistent with the Staff’s
guidance regarding PIPE transactions and does not raise the concerns the Staff addressed
in paragraph (b) of Telephone Interpretation No. 3S.

3.
Please
revise to include risk factors as required by Item 503(c) of           Regulation S-K. We
may have further comments.

        In
response to the Staff’s comment, the Company has revised the Prospectus to include
the risk factors required by Item 503(c) of Regulation S-K.

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 re