SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

VIA FACSIMILE
						June 7, 2005

Dr. Michael J. Hartnett
Chief Executive Officer
RBC Bearings, Inc.
One Tribology Center
Oxford, CT 06478

Re:	RBC Bearings, Inc.
      Form S-1
	File Nos. 333-124824
	Filed May 11, 2005

Dear Dr. Hartnett:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you 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. Please provide all information required except that allowed to
be
excluded by Rule 430A of the Securities Act of 1933.  This
information impacts disclosure throughout your filing and will
require time to review.  Note that we may have additional comments
on
your filing once you provide the information.

2. Please supplementally provide the staff with any pictures or
graphics you intend to use for the prospectus.  We may have
comments.

3. Please discuss on a supplemental basis, whether Delaware law
requires an agent for service to reside within the State.  We note
the address for your agent of service is in Oxford, Connecticut.

4. Please disclose the number of holders of common stock as
required
by Item 201(b) of Regulation S-K.

Prospectus Cover Page

5. Please include a price range as soon as practicable and allow
us
adequate time to review the filing with the price range before
requesting effectiveness.  Also, please indicate the number of
shares
offered and other information left blank in your prospectus.  You
may
include in brackets information that could change prior to
effectiveness.  See Instruction 1 to Item 501(b)(3) of Regulation
S-
K.

Prospectus Summary, page 1

6. Tell us supplementally of the basis for your statement that you
have garnered leading positions in most markets in which you
compete.

The Offering, page 4

7. We note that you intend to use the proceeds from your initial
public offering of your equity securities to repay certain
indebtedness, which will materially change your capital structure.
As such, please include pro forma financial statements in
accordance
with Article 11 of Regulation S-X to reflect the change in your
capital structure, including the impact of pre-offering
transaction.

Summary of Financial Data, page 5

8. We note from footnote 4 that your pro forma financial
statements
are to reflect the exercise of options and warrants by some of the
selling stockholders.  Please provide us with additional
information
regarding this adjustment, including how you determined this
adjustment is factually supportable.

9. We note that you are presenting EBITDA as an operating
performance
measure.  It also appears that you are presenting EBITDA as a
liquidity measure from your statement that it is also used as a
measure of operating cash capacity.  As such, please revise your
disclosure to provide the following information, as required by
Item
10(e) of Regulation S-K and Questions 8 and 12 of the SEC
"Frequently
Asked Questions Regarding the Use of Non-GAAP Financial Measures:"

* Performance measure:  State the economic substance behind your
decision to use such a measure.
* Performance measure:  Expand your discussion of the limitations
of
EBITDA to address how the exclusion of each item materially limits
the usefulness of EBITDA.  For instance you might expand your
disclosures, in part, to address the limitations of EBITDA as a
performance measure by providing the following information:
* It does not include interest expense and related financing
costs.
Because we have borrowed money in order to finance our operations,
interest expense and other financing costs are a necessary element
of
our costs and ability to generate revenue.  Therefore any measure
that excludes interest expense has material limitations;
* It does not include depreciation and amortization expense.
Because
we use capital assets, depreciation and amortization expense is a
necessary element of our costs and ability to generate revenue.
Therefore any measure that excludes depreciation and amortization
expense has material limitations;
* It does not include taxes.  Because the payment of taxes is a
necessary element of our operations, any measure that excludes tax
expense has material limitations.
* Performance measure:  State how you compensate for the material
limitations of using EBITDA.
* Performance measure:  Please provide substantive reasons why
management believes EBITDA provides useful information to
investors.
* Liquidity measure:  Reconcile EBITDA to cash flows from
operating
activities, as the most comparable liquidity GAAP financial
measure,
in addition to reconciling to net income.
* Liquidity measure:  Present operating, investing and financing
cash
flows determined on a GAAP basis with equal or greater prominence.

Risk Factors, page 8

10. Please avoid language in risk factors like "adversely affect,"
or
"material adverse effect." Instead, please state what the specific
impact will be on your financial condition or results of
operations.

If we fail to maintain an effective system of internal controls,
page
17
11. Please clarify with respect to "instituting changes" to your
internal procedures whether you or your auditors have detected any
material weaknesses and/or significant deficiencies in your
internal
control over financial reporting.  If so, please provide the
following:

* a comprehensive discussion of each material weakness and/or
significant deficiency, including whether any of the issues had a
material impact to your consolidated financial statements and the
dates of detection.
* a sufficiently detailed discussion of the steps you are taking
to
correct any material weaknesses and/or significant deficiencies in
you internal control over financial reporting.

The loss of a major customer could have a material adverse effect
on
our business and operations, page 8

12. We note your statement that consolidation and combination of
defense or other manufacturers may eliminate customers from the
industry and/or put downward pricing pressures on sales of
component
parts sold by you.  Please clarify why this risk is currently
material to you.  For instance, briefly discuss any consolidation
affecting any of your major customers and its affect on you.

Future reductions or changes in U.S. government spending could
negatively affect our business, page 9

13. In order to enhance understanding of this risk factor, please
quantify the portion of your sales that are made directly or
indirectly to the U.S. government to support military or other
government projects.

Work stoppages and other labor problems could materially adversely
affect us, page 12

14. Please disclose whether you have experienced work stoppages or
other labor disruptions and describe their affect on you.

The occurrence of extraordinary events, such as a major terrorist
attack in the U.S., may adversely affect our business, resulting
in a
decrease in our revenues, page 13

15. This risk factor appears to be generic and applicable to any
industry and the economy as a whole.  Please provide more
specificity
as to the potential impact such events would have on your
operations
or remove the risk factor.

Our international operations are subject to risks inherent in such
activities, page 14

16. In order to enhance the current relevancy of the risks
described,
provide brief examples of how you have been affected by the
circumstances listed here, such as foreign regulation, unsettled
political conditions, currency devaluations, logistical and
communications challenges.

Our intellectual property and other proprietary rights are
valuable..., page 16

17. Please disclose with more specificity the risks posed here.
For
instance, please disclose whether you have been or are in any
intellectual property disputes and describe the impact an adverse
outcome has had or would have on you.  Additionally, please
disclose
when your patents are to expire.

Forward-Looking Statements, page 20

18. Please remove "will" from the list of words in the third
sentence
in this section.

Use of Proceeds, page 22

19. Please disclose the interest rate and maturity for each form
of
indebtedness you will repay from proceeds pursuant to Instruction
4
to Item 504 of Regulation S-K.

Industry and Market Data; page 23

20. Please remove the statement that some of the information in
the
prospectus may not be reliable.  You are responsible for the
accuracy
of all of the disclosure in the prospectus.  If specific
information
is based on your belief, we will not object to a statement to that
effect where the information appears.

21. Please clarify which data or statistics that you cite are made
from independent industry publications, reports by market research
firms or other published independent sources.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 30

Sources of Revenue, page 31

22. We note that out of the 31% of net sales generated by your top
ten customers during the nine-month period, 16% was generated by
our
top three customers.  Please explain your statement that no single
customer was responsible for generating more than 4% of your net
sales for the same period in light of the fact that at least three
customers accounted for 16% of net sales.

Results of Operations, page 33

23. For each period discussed, please provide more detail about
the
reasons for changes from period to period rather than a mere
narrative recitation of the financial statements.  For instance,
we
note that for the nine months ended January 1, 2005 compared to
the
same period ended December 27, 2003, you roller bearing segment
experienced an increase in net sales to due to strong demand
across
all markets especially mining, construction, defense, and
aerospace.
Briefly specify and quantify how each of these industries
contributed
to this increase.  Another example would be the increase in
operating
income for the nine months ended January 1, 2005 compared to the
same
period ended December 27, 2003.

24. Please disclose what your Corporate & Other reporting segment
is
comprised of and disclose the reason for its 23.7% increase for
the
nine months ended January 1, 2005 compared to the same period
ended
December 27, 2003.

25. Please expand/revise the discussion of your results of
operations
for each period presented to address the following items:
* Provide more analysis of the factors that impact the areas
comprising of your income from continuing operations, including a
complete discussion of known trends or anticipated trends that are
and/or may continue to have on net sales, operating income, and
income from continuing operations, including management`s outlook
as
to the future impact.  Your discussion and analysis is to provide
investors with sufficient information to understand the historical
trends and the expectations for the future as seen through the
eyes
of management.  Examples include the following:
* You state the decline in SG&A as a percentage of sales is due to
the increase in net sales without any further analysis.  It is
unclear from the discussion why the increase in net sales results
in
a decrease in SG&A.  Furthermore, there is no analysis to discuss
whether an investor can continue to expect SG&A as a percentage of
sales to decline as net sales continues to increase.
* Your segment operating income discussion provides investors with
information that is readily determinable from the segment footnote
disclosure in note 20.  As the profit and loss measure used by
your
CODM to evaluate your reportable segments` performance, this is a
key
indicator of your operating performance that should have a
comprehensive analysis for each reportable segment for each period
presented.
* Your income taxes discussion does not appear to sufficiently
address the movement in the various components which contribute to
the overall effective tax rate, as set forth in the reconciliation
in
note 15 to the consolidated financial statements, or the
volatility
of your effective tax rate between comparable periods.  Please
also
clarify whether your net operating loss carryforwards expire in
various periods through 2024 (as disclosed on page F-29) or 2004
(as
disclosed on page 37).
Quantify the impact of each factor you identify when multiple and
offsetting factors contribute to fluctuations.  For example, your
nine months gross profit as a percentage of net sales discussion
attributes the increase to (a) changes in your product volume, (b)
product mix variation, (c) increase raw material costs, and (d)
increased labor costs without quantification of the impact.

Please note that this is not meant to represent an all-inclusive
list
of where your MD&A could be improved.  We encourage you to provide
further analysis throughout your discussion.  Refer to Item 303 of
Regulation S-K and SEC Interpretive Release No. 33-8350 dated
December 19, 2003 for additional guidance.

Fiscal 2004 Compared to Fiscal 2003, page 36

26. We note that you experienced an increase in net sales in your
ball bearing segment due to strength in certain aerospace and
defense
applications.  Please briefly elaborate on which applications
contributed to this increase.
Liquidity and Capital Resources

27. Please expand your liquidity discussion to also include a
comprehensive comparison between each period presented regarding
the
three major categories of the statements of cash flows, using
year-
to-year comparisons.  Refer to Instruction 1 to paragraph 303(a)
of
Regulation S-K.

Obligations and Commitments

28. Please expand your contractual obligations table to include
purchase obligations and other long-term liabilities under GAAP
(e.g., pension and other postretirement obligations).  Please also
include a footnote for conditions that may create additional
obligations like the amount of interest payments (assuming long-
term
debt remains outstanding).  Refer to Item 303(a)(5) of Regulation
S-K
and Release No. 33-8182 for guidance.

Critical Accounting Policies

29. Please expand this section to include the following
information:
* Goodwill and Intangible Assets:  Provide a more detailed
description of the valuation method used to determine if goodwill
is
impaired and how you calculated cash flows for your impairment
test,
including the assumptions used to support recoverability.  State
the
impact on your results of operations and financial position if
actual
results differ from your estimates and the types of events that
could
result in an impairment to your goodwill balance.
* Stock Based Compensation:
* A comprehensive discussion of the significant factors and
assumptions underlying your market approach to estimate your
enterprise value and used in determining fair value of your Class
A
common stock.  Please supplementally tell us the companies used to
arrive at the appropriate market multiple.
* State whether the determination of the fair value of your Class
A
common stock was performed contemporaneously or retrospectively.
* If the valuation specialist was a related party, a statement
indicating that fact.  Please supplementally tell us who your
valuation specialist was, including a brief d