Item 3.02 Unregistered Sales of Equity Securities.

On November 3, 2009, Regal Beloit Corporation (the "Company") issued an aggregate of 372,270 shares of the Company's common stock, par value $0.01 per share, and accompanying common share purchase rights (together, the "Common Stock"), upon conversion of $20.0 million principal amount (the "Converted Notes") of the Company's 2.75% Convertible Senior Subordinated Notes Due 2024 (the "Convertible Notes"). As permitted by the Indenture, dated as of April 5, 2004, between the Company and U.S. Bank National Association, as supplemented by the First Supplemental Indenture, dated as of December 9, 2004, relating to the Convertible Notes (the "Indenture"), the Company settled the principal amount of the Converted Notes in cash and the premium in shares of Common Stock. Based on the Conversion Rate (as defined in the Indenture) in effect at the time of the applicable conversions, the premium owing on the Converted Notes equaled 372,270 shares of Common Stock in aggregate. The issuance of such shares qualified for the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended. The Company received no additional consideration for the shares.

---