8-K

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report
(Date of earliest
event reported): May 31, 2005

Regal-Beloit Corporation

(Exact name of registrant as specified in its charter)

Wisconsin	1-7283	39-0875718
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

200 State Street, Beloit, Wisconsin 53511-6254

(Address of principal executive offices, including zip code)

(608) 364-8800

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01     Entry into a Material Definitive Agreement

        On May 31, 2005, REGAL-BELOIT Corporation (the “Company”) and General Electric Company (“GE”) entered into a letter agreement (the “Amendment”) amending that certain Shareholder Agreement, dated as of December 31, 2004 (the “Shareholder Agreement”), executed in conjunction with the Company’s acquisition of GE’s Heating, Ventilation and Air Conditioning (HVAC)/Refrigeration Motors and Capacitors businesses. Pursuant to the Amendment, the Company and GE have agreed to extend by 90 days certain key dates in the Shareholder Agreement, including the date by which the Company must use its commercially reasonable best efforts to complete an offering of a portion of GE’s shares of the Company’s common stock.

        The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company issued a press release announcing the execution of the Amendment. A copy of the Company’s press release is filed herewith as Exhibit 99.1.

Item 9.01     Financial Statements, Pro-Forma Financial Information and Exhibits

(a) None.

(b) None.

(c) Exhibits. The following exhibits are being filed herewith:

(4.1) Letter Agreement, dated as of May 31, 2005, between REGAL-BELOIT Corporation and General Electric Company.

(99.1) Press Release of REGAL-BELOIT Corporation, dated June 3, 2005.

        SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REGAL-BELOIT CORPORATION
Date:  June 6, 2005	By:  /s/ David A. Barta
	David A. Barta
	Vice President and Chief Financial Officer

REGAL-BELOIT CORPORATION

Exhibit Index to Current Report on Form 8-K

Exhibit
Number

(4.1) Letter Agreement, dated May 31, 2005, between REGAL-BELOIT Corporation and General Electric Company.

(99.1) Press Release of REGAL-BELOIT Corporation, dated June 3, 2005.

EX-4.1

GE Consumer & Industrial	Richard L. Pease
	Vice President

May 24, 2005

Regal-Beloit Corporation
200 State Street
Beloit, WI 53511
Attention: President
Facsimile: (608) 364-8818

RE: Shareholder Agreement (the “Agreement”), dated as of December 31, 2004, between General Electric Company (“GE” or “Shareholder”) and REGAL-BELOIT Corporation (“RBC” or “Company); Extension of Certain Time Periods In Agreement

Unless otherwise defined herein, all capitalized terms used herein shall have the meanings assigned such terms in the Agreement.

This letter confirms our agreement to amend the Agreement effective as of this date and extend certain time periods in the Agreement as follows:

(a) Section 3(b). The first and last sentences of Section 3(b) are amended by deleting “60” in each sentence and inserting in lieu thereof “150”.

(b) Section 7(a). The first sentence of Section 7(a) is amended by deleting “150” and inserting in lieu thereof “240”.

Except as expressly amended or superceded by this letter agreement, the Agreement shall remain in full force and effect without any waiver of either party’s rights or obligations thereunder. To confirm your receipt and acceptance of the foregoing, please execute the acknowledgement set forth below and return one copy to the undersigned.

Very truly yours,
GENERAL ELECTRIC COMPANY

By: /s/ Richard L. Pease

Name: Richard L. Pease
Title: Vice President

Acknowledged and accepted this 31^st day of May, 2005.

REGAL-BELOIT CORPORATION

By: /s/ James L. Packard
Name: James L. Packard
Title: Executive Chairman

General Electric Company
20 Technology Parkway	T  770-662-7078
Norcross, GA  30092	F  770-447-7200

EX-99.1

	NEWSRELEASE
	For release after: June 3, 2005 12:00 pm CST
“At the Heart of What Drives Your World.”

REGAL-BELOIT Announces Amendment of Shareholder
Agreement with General Electric Company

June 3, 2005 (Beloit WI): REGAL-BELOIT CORPORATION [NYSE:RBC] announced today that the Company and General Electric Company (“GE”) have agreed to amend their Shareholder Agreement executed in conjunction with the Company’s acquisition of GE’s Heating, Ventilation and Air Conditioning (HVAC)/Refrigeration Motors and Capacitors operations. The parties have agreed to extend by 90 days certain key dates in the Shareholder Agreement, including the date by which the Company must use its commercially reasonable best efforts to complete an offering of a portion of GE’s shares of the Company’s stock. The Company and GE intend to assess general market conditions as well as the Company’s stock price and other relevant factors in determining whether to proceed with an offering during this initial 90-day extension or consider additional extensions or other modifications to the Shareholder Agreement.

Henry W. Knueppel, President and CEO of REGAL-BELOIT CORPORATION, commented, “After assessing market conditions, REGAL-BELOIT and GE mutually agreed to amend certain dates in the Shareholder Agreement to better achieve our desired goals. We intend to work closely together in assessing alternatives for GE under the Shareholder Agreement.”

About REGAL-BELOIT CORPORATION:
REGAL-BELOIT CORPORATION (NYSE:RBC) is a leading manufacturer of mechanical and electrical motion control and power generation products serving markets throughout the world. REGAL-BELOIT is headquartered in Beloit, Wisconsin, and has manufacturing, sales, and service facilities throughout the United States and Canada, as well as in Mexico, India, China and Europe. For more information, visit the company’s website at www.regal-beloit.com.

CAUTIONARY STATEMENT
The following is a cautionary statement made under the Private Securities Litigation Reform Act of 1995: With the exception of historical facts, the statements contained in this press release may be forward looking statements. Forward-looking statements represent our management’s judgment regarding future events. We cannot guarantee the accuracy of the forward-looking statements, and you should be aware that results and events could differ materially and adversely from those contained in the forward-looking statements due to a number of factors, including: unexpected issues and costs arising from the integration of acquired companies and businesses, such as our recent acquisitions of the HVAC motors and capacitors businesses and the Commercial AC motors business from GE; marketplace acceptance of our recent acquisitions, including the loss of, or a decline in business from, any significant customers; unanticipated fluctuations in commodity prices and raw material costs and issues affecting our ability to pass increased costs on to our customers; cyclical downturns affecting the markets for capital goods; substantial increases in interest rates that impact the cost of our outstanding debt; unanticipated costs associated with litigation matters; the success of our management in increasing sales and maintaining or improving the operating margins of our businesses; actions taken by our competitors; difficulties in staffing and managing foreign operations; our ability to satisfy various covenant requirements under our credit facility; and other risks and uncertainties described from time to time in our reports filed with U.S. Securities and Exchange Commission. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. The forward-looking statements included in this press release are made only as of the date of this release, and we undertake no obligation to update these statements to reflect subsequent events or circumstances.

For more information:
Media: Fritz Hollenbach	Financial: Dave Barta
V.P. Administration & Human Resources	Chief Financial Officer
Telephone: 608/364-8808, X107	Telephone: 608/364-8808, X106
fhollenbach@regal-beloit.com	dbarta@regal-beloit.com