CORRESP

REGAL-BELOIT CORPORATION
200 State Street
Beloit, Wisconsin 53511-6254

April 14, 2005

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: REGAL-BELOIT Corporation –
Registration Statement on Form S-3 (Reg. No. 333-122823)

Ladies and Gentlemen:

        Pursuant to Rule 461 under the Securities Act of 1933, as amended, REGAL-BELOIT Corporation, as the registrant with respect to the above-referenced Registration Statement, hereby requests that the Registration Statement be declared effective by the Securities and Exchange Commission at 5:00 P.M., Eastern Time, on April 15, 2005, or as soon as is practicable thereafter.

        In connection with requesting acceleration of the effective date of the Registration Statement, the undersigned registrant hereby acknowledges the following:

• should the Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

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

• the Registrant may not assert the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

REGAL-BELOIT CORPORATION

By:  /s/ David A. Barta

        David A. Barta

        Vice President, Chief Financial Officer

COVER

		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
	April 14, 2005	WRITER'S DIRECT LINE 414.297.5553 pjones@foley.com Email
VIA FACSIMILE AND EDGAR		CLIENT/MATTER NUMBER 015428-0137

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-0405

Re: REGAL-BELOIT Corporation—
Registration Statement on Form S-3 (Registration No. 333-122823)

Ladies and Gentlemen:

        On behalf of REGAL-BELOIT Corporation, a Wisconsin corporation (the “Company”), we are transmitting for filing pursuant to the Securities Act of 1933, as amended (the “Securities Act”), the Company’s acceleration request relating to the above-referenced Registration Statement pursuant to Rule 461 under the Securities Act relating to: (i) the offer and sale by the Company from time to time of up to $90,000,000 aggregate amount of common stock, $.01 par value (the “Common Stock”), and attached common share purchase rights (the “Rights”), and (ii) the resale by the selling shareholder named in the Registration Statement (the “Selling Shareholder”) of up to 4,559,048 shares of Common Stock and attached Rights that may be sold from time to time by the Selling Shareholder in accordance with the terms of that certain Shareholder Agreement, dated December 31, 2004, between the Company and the Selling Shareholder.

        As indicated in the acceleration request, it is respectfully requested that the above-referenced Registration Statement be declared effective at 5:00 p.m., Eastern Time, on April 15, 2005, or as soon as is practicable thereafter.

        Please contact the undersigned at (414) 297-5553, Benjamin F. Garmer, III at (414) 297-5675 or Jay O. Rothman at (414) 297-5644 if you have any questions or comments regarding the foregoing matter and to advise that the above-referenced Registration Statement has been declared effective.

Very truly yours,

/s/ Paul J. Jones

Paul J. Jones

cc: REGAL-BELOIT Corporation
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