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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

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 (MM/DD/YYYY)

5/2/2005
(Street)

MILWAUKEE, WI 53217
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

5/3/2005 
6. Individual or Joint/Group Filing (Check Applicable Line)

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/2/2005     M    800   A $20.125   38488   D  
 
Common Stock   5/2/2005     M    10000   A $20   48488   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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   5/2/2005     M     800       4/24/1996   4/24/2006   (2) Common Stock   800   $0   0   D  
 
Non-Qualified Stock Option   (1) $20.00   5/2/2005     M     10000       4/21/2002   (3) 4/21/2009   (4) Common Stock   10000   $0   0   D  
 

Explanation of Responses:
( 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.

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


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 control number.
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