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                           June 4, 2021

       Thomas Valentyn
       Vice President, General Counsel and Secretary
       REGAL BELOIT CORP
       200 State Street
       Beloit, Wisconsin 53511

                                                        Re: REGAL BELOIT CORP
                                                            Registration
Statement on Form S-4
                                                            Filed May 10, 2021
                                                            File No. 333-255982

       Dear Mr. Valentyn:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-4 Filed May 10, 2021

       Questions and Answers
       Q: How will the post-Merger ownership of Regal between Rexnord
stockholders..., page 8

   1.                                                   We note your disclosure
on page 9 that the companies have sought a ruling from the IRS
                                                        that the Overlap
Shareholders should be taken into account to satisfy the 50%
                                                        requirement. Please
explain why you believe that such shareholders may not be counted
                                                        toward the 50% such
that you have introduced the Overlap Shareholder concept.
 Thomas Valentyn
FirstName  LastNameThomas Valentyn
REGAL BELOIT     CORP
Comapany
June 4, 2021NameREGAL BELOIT CORP
June 4,
Page 2 2021 Page 2
FirstName LastName
2.       Please add tabular disclosure that addresses each of the different
scenarios discussed
         beginning on page 67, including the no counting scenario. Identify the
number of shares to
         be issued to the former Land stockholders under each scenario and
their resulting
         ownership percentages. Provide the exchange ratio payment and the
total merger
         consideration for each scenario. Clarify how the different scenarios
will impact the former
         stockholders of Land that are and are not Overlap Shareholders.
Finally, please explain
         why the Reverse Morris Trust structure is the superior choice despite
the uncertain tax
         treatment.
Q: What is the Regal Special Dividend?, page 9

3.       Please expand to disclose the range of the Regal Special Dividend that
could be paid per
         share under different scenarios, as well as the range under the
reasonable assumption that
         the outcome of the variables will likely result in an outcome
somewhere between the
         Partial Counting Scenario and the Full Counting Scenario, and at
midpoint of that range.
         Please clarify, if true, that investors will not know the amount of
the Regal Special
         Dividend at the time of the Regal and Rexnord Special Meetings. Please
also disclose the
         material tax consequences of the Regal Special Dividend.
Interests of Directors and Executive Officers in the Merger, page 25

4.       Please disclose whether any directors or officers are shareholders of
both Regal and
         Rexnord.
Opinion of Barclays
Selected Comparable Company Analysis, page 112

5.       Please expand to provide further detail as to how the comparable
companies listed are
         reasonably similar to that of Regal and its subsidiary businesses and
to that of the PMC
         Business "because their businesses and operating profiles."
Exclusive Forum, page 184

6.       We note your disclosure that unless a majority of the Regal board of
directors consents in
         writing to the selection of an alternative forum, the federal district
courts of the United
         States, to the fullest extent permitted by law, shall be the sole and
exclusive forum for the
         resolution of any action asserting a cause of action arising under the
Securities Act.
         Please revise to state that there is uncertainty as to whether a court
would enforce such
         provision and that investors cannot waive compliance with the federal
securities laws and
         the rules and regulations thereunder. In that regard, we note that
Section 22 of the
         Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
         brought to enforce any duty or liability created by the Securities Act
or the rules and
         regulations thereunder.
 Thomas Valentyn
FirstName  LastNameThomas Valentyn
REGAL BELOIT     CORP
Comapany
June 4, 2021NameREGAL BELOIT CORP
June 4,
Page 3 2021 Page 3
FirstName LastName
Combined Company Unaudited Pro Forma Condensed Combined Financial Information
Combined Company Unaudited Pro Forma Condensed Combined Balance Sheet, page 221

7.       Please revise the pro forma balance sheet to disclose the historical
and pro forma common
         stock issued and outstanding. Please also revise the disclosures on
page 240 to disclose
         the pro forma common stock issued and outstanding under each scenario.
8.       In order for investors to more clearly understand the debt and equity
structure of PMC
         prior to the merger, please revise the pro forma balance sheet to
present a sub-total
         following the pre-merger adjustments.
Notes to Combined Company Unaudited Pro Forma Condensed Combined Financial
Information, page 223

9.       Refer to note 2 on page 223. We note the disclosures related to the
adjustments required to
         reflect PMC   s audited transition period for the nine months ended
December 31, 2020 to
         the annual period presented in the pro forma statement of operations.
In order for investors
         to more easily reconcile the disclosures in the pro forma statement of
operations to PMC   s
         historical financial statements, please revise note 2 to present the
transition period for the
         nine months ended December 31, 2020 and the related adjustments that
are necessary to
         reconcile the transition period to the annual amounts presented in the
pro forma statement
         of operations.
10.      Refer to note 3 on page 225. In regard to the reclassifications
related to Regal, please tell
         us the specific nature of the restructuring charges included in cost
of sales and more fully
         explain to us how and why you determined reclassifying these
restructuring charges is
         appropriate. Please also tell us the specific nature of PMC's
restructuring charges and
         more fully explain to us how you determined the current classification
of these
         restructuring charges is appropriate.
11.      Refer to note 5 on page 230. Please address the following:
             More fully explain to us the calculation of the estimated exchange
ratio, including the
             determination of the additional shares of Regal to be issued;
             More fully explain to us how the amount of the estimated Regal
special dividend was
             determined; and
             More fully explain to us the disclosures related to the estimated
fair value of the
             share-based compensation awards attributable to pre-combination
services.
Remainco Unaudited Pro Forma Condensed Combined Financial Information, page 241

12.      Please revise the pro forma statements of operations on pages 245 and
246 to comply with
         Rule 11-02(b)(1) of Regulation S-X.
 Thomas Valentyn
FirstName  LastNameThomas Valentyn
REGAL BELOIT     CORP
Comapany
June 4, 2021NameREGAL BELOIT CORP
June 4,
Page 4 2021 Page 4
FirstName LastName
Notes to Remainco Unaudited Pro Forma Condensed Combined Financial Information,
page 247

13.      Refer to Note 2(f) on page 247. Please reconcile the impact to
retained earnings to the pro
         forma adjustments disclosed in the footnotes.
14.      Refer to Note 3 on page 249. Please address the material limitations
of management
         adjustments, including any material assumptions or uncertainties of
such adjustments.
         Refer to the updated guidance in Rule 11-02(a)(7) of Regulation S-X
and Section II.D of
         SEC Release 33-10786.
Material U.S. Federal Income Tax Consequences of the Transactions, page 251

15.      Please revise to clarify whether the parties can waive the receipt
requirements of the
         Rexnord Tax Opinion or the Regal Tax Opinion.
16.      Please remove the statements on pages 252 and 254 that the tax
opinions cannot be relied
         on if any of the assumptions, representations or covenants is
incorrect, incomplete or
         inaccurate or is violated in any material respect, in which case the
validity of the opinion
         may be affected and the U.S. federal income tax consequences of the
Spin-Off could
         differ materially from those described below.
Certain Beneficial Owners of Regal Common Stock, page 261

17.      Please revise to add columns showing beneficial ownership of the Regal
shares after the
         completion of the merger.
General

18.      Please provide updated interim financial statements and related
disclosures as required by
         Rule 3-12 of Regulation S-X.


        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact SiSi Cheng at 202-551-5004 or Anne Mcconnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Erin Purnell at 202-551-3454 or Anne Parker at 202-551-3611 with any
other questions.
 Thomas Valentyn
REGAL BELOIT CORP
June 4, 2021
Page 5

FirstName LastNameThomas Valentyn   Sincerely,
Comapany NameREGAL BELOIT CORP
                                    Division of Corporation Finance
June 4, 2021 Page 5                 Office of Manufacturing
FirstName LastName