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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * KASTEN G FREDERICK JR   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 9501 NORTH RIVER BEND COURT 3. Date of Earliest Transaction (Month/Day/Year) 05/02/2005 (Street) MILWAUKEE, WI 53217 4. If Amendment, Date Original Filed(Month/Day/Year) 05/03/2005 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 05/02/2005   M   800 A $ 20.125 38,488 D   Common Stock 05/02/2005   M   10,000 A $ 20 48,488 D

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (1)

$ 20.125

05/02/2005

M

800

04/24/1996

04/24/2006(2)

Common Stock

800

$ 0

0

D

Non-Qualified Stock Option (1)

$ 20

05/02/2005

M

10,000

04/21/2002(3)

04/21/2009(4)

Common Stock

10,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KASTEN G FREDERICK JR 9501 NORTH RIVER BEND COURT MILWAUKEE, WI 53217	X

Signatures

G. Frederick Kasten, Jr. by David A. Barta		12/19/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This amendment to the Form 4 filed 5/3/2005 is being filed to correct the reporting of these transactions. This Form 4 is filed to amend and restate the Form 4 filed on 5/3/2005 in its entirety.
(2)	The grant is exercisable immediately and shall terminate the earlier of one year following death or April 24, 2006.
(3)	Grant awarded 4/21/1999 with 3,000 shares immediately exercisable. The remainder of the grant with 3,000 shares exercisable per year on the Annual Shareholders' meeting of the next four years.
(4)	Grant terminates 10 years after the date of issuance or 90 days after the Grantee ceases to be a member of the Board of Directors.

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