SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KNUEPPEL HENRY W

(Last)

(First)

(Middle)

200 STATE STREET

(Street)

BELOIT

53511

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REGAL BELOIT CORP [ RBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman/CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/02/2008		A⁽¹⁾		16,000⁽¹⁾	A	$0	195,740	D
Common Stock	05/05/2008		M		100,000	A	$23.25	295,740	D
Common Stock	05/05/2008		F		72,527	D	$43.64	223,213	D
Common Stock								12,230⁽²⁾	I	Retirement Savings Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$42.28	05/02/2008		A		70,000		05/02/2010⁽³⁾	05/02/2018	Common Stock	70,000	$0	70,000	D
Non-Qualified Stock Option	$23.25	05/05/2008		M			100,000	⁽⁴⁾	01/22/2009	Common Stock	100,000	$0	100,000	D
Non-Qalified Stock Option	$16.38							⁽⁴⁾	04/22/2013	Common Stock	40,000		40,000	D
Non-Qualified Stock Option	$20.3							⁽⁴⁾	04/22/2014	Common Stock	36,000		36,000	D
Non-Qualified Stock Option	$29.75							⁽⁴⁾	01/21/2015	Common Stock	50,000		50,000	D
Non-Qualified Stock Option	$36.36							01/27/2008⁽⁵⁾	01/27/2016	Common Stock	70,000		70,000	D
Stock Appreciation Rights	$48.05							02/06/2009⁽⁶⁾	02/06/2017	Common Stock	70,000		70,000	D

Explanation of Responses:

1. Restricted Stock Units (RSU's) granted to the reporting person under the 2003 Equity Incentive Plan. RSU's vest 100% on May 2, 2011. Each RSU is equal to one share of common stock and is payable only in stock.

2. Balance reflects the most current data available with regard to holdings in the Regal-Beloit Corporation Retirement Savings Plan.

3. Granted as stock-settled SAR's under the 2007 Equity Incentive Plan. The SAR's vest and become exercisable 40% on the second anniversary of the date of grant, 60% on third anniversary, 80% on fourth anniversary and 100% on fifth anniversary.

4. Fully vested stock options.

5. Grant to reporting person of option to buy shares of common stock under the 2003 Equity Incentive Plan. The option vests and becomes exercisable 40% on the second anniversary of the date of grant, 60% on third anniversary, 80% on fourth anniversary and 100% on fifth anniversary.

6. Granted as stock-settled SARs under the 2003 Equity Incentive Plan. The SARs vest and become exercisable 40% on the second anniversary of the date of grant, 60% on third anniversary, 80% on fourth anniversary and 100% on fifth anniversary.

Remarks:

	Henry W. Knueppel	05/06/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.