April 7, 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
      Amendment No. 1 to Registration Statement on Form S-3
      Filed March 29, 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 your responses to prior comments 1 and 2.  Although we
do
not necessarily agree with your analysis or concur with the
conclusions set forth in your responses, we have elected not to
comment further on those issues at this time.

Risk Factors - Page 3
2. Please revise to eliminate the second sentence of the
introductory
paragraph and revise as necessary to include a discussion of all
material risks in your risk factor section.

Risks associated with our shareholder agreement with GE and sales
of
shares by GE - Page 8
3. You appear to address several risks in this section, such as
risks
relating to the possibility of a decline in your stock price, as
well
as the risk(s) relating to the value-sharing and price-protection
provisions of the shareholder agreement.  Please revise to provide
this disclosure under separate risk factor captions.  Please also
ensure that the risk factor captions reflect the risks discussed
in
the associated text.
4. Please revise to explain the nature of the risk(s) associated
with
the existence of the value-sharing arrangement with GE currently
described in the second paragraph of this risk factor.

* * * * *

      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.

      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
April 7, 2005
Page 1