~~Table~~UNITED ofSTATES ~~Contents~~ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

~~SECURITIES AND EXCHANGE COMMISSION~~ FORM 8-K

~~WASHINGTON, DC 20549~~CURRENT REPORT

~~FORM 8-K~~Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): June 26, 2006

~~Pursuant~~RBC BEARINGS ~~to Section 13 or 15~~INCORPORATED (d)Exact name of ~~the~~registrant ~~Securities~~as ~~Exchange~~specified ~~Act~~in ofits ~~1934~~ charter)

Date of report (Date of earliest event reported): April 27, 2004

Delaware	333-124824	95-4372080
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Tribology Center		06478
Oxford, CT		(Zip Code)
(Address of principal executive offices)

~~Roller~~(203) 267-7001 (Registrant’s ~~Bearing~~telephone ~~Company~~number, ofincluding ~~America,~~area ~~Inc.~~ code)

N/A (~~EXACT~~Former ~~NAME~~name OFor ~~REGISTRANT~~former ASaddress, ~~SPECIFIED~~if INchanged ~~ITS~~since ~~CHARTER~~last report)

Delaware		333-33085		13-3426227
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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 (see General Instruction A.2. below):

~~60 Round Hill Road~~o ~~Fairfield,~~Written CTcommunications ~~06430 (Address~~pursuant ofto ~~Principal~~Rule 425 ~~Executive~~under ~~Offices,~~the ~~including Zip Code)~~Securities Act (~~203) 255-1511 (Registrant’s~~17 ~~Telephone~~CFR ~~Number, Including Area Code~~230.425)

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

~~TABLE~~o Pre-commencement OFcommunications ~~CONTENTS~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Item~~o Pre-commencement 9.communications ~~Regulation~~pursuant FDto ~~Disclosure.~~Rule 13e-4(c) under the ~~SIGNATURES~~Exchange Act (17 CFR 240.13e-4(c))

~~Table~~Item of1.01 ~~Contents~~Entry into a Material Definitive Agreement.

~~Item~~On 9June 26, 2006 RBC Bearings Incorporated (“the Company”) and Roller Bearing Company Company of America, Inc.., ~~Regulation~~(“RBCA”) FDentered ~~Disclosure~~into a credit agreement and related security and guaranty agreements with certain banks, Keybank National Association, as Administrative Agent, and J.P. Morgan Chase Bank, N.A. as Co-Lead Arrangers and Joint Lead Book Runners. The credit agreement provides RBCA, as borrower, with a $150 million five-year senior secured revolving credit facility. The credit facility can be increased by up to $75 million, in increments of $25 million, under certain circumstances and subject to certain conditions (including the receipt from one or more lenders of the additional commitment).

OnAmounts ~~April 22,~~outstanding ~~2004, Standard & Poors issued a press release announcing a~~under ~~$220 million~~the ~~refinancing~~credit ~~for~~facility ~~Roller~~generally ~~Bearing~~bear ~~Company~~interest ofat ~~America,~~the ~~Inc.~~prime ~~with~~rate ~~GE Capital.~~or ~~The~~Libor ~~press~~plus ~~release, citing sources, stated that the transaction, which~~a ~~includes~~specified ~~a second-lien tranche~~margin, ~~will~~depending ~~refinance~~on ~~existing loans and bonds. Furthermore,~~ the ~~new~~type ~~loan~~of ~~will~~borrowing ~~include~~being ~~a $60 million, 6~~made.~~5-year~~ ~~revolving~~The ~~credit~~applicable ~~priced~~margin atis ~~L+300,~~based aon ~~$115 million,~~the ~~6.5-year~~Company’s Bconsolidated ~~term~~ratio ~~loan~~of ~~priced~~net atdebt ~~L+325~~to ~~and~~adjusted ~~a $45~~EBITDA ~~million,~~from ~~7-year,~~time ~~second-lien~~to ~~term~~time. ~~loan~~Currently, ~~not~~the ~~yet priced. Roller Bearing~~ Company’s ofmargin ~~America,~~is ~~Inc~~0.0% ~~has~~for ~~LTM~~prime ~~revenue~~rate ~~of roughly $206 million,~~ loans and ~~Adjusted EBITDA of $40~~1.~~9 million.~~0% ~~Roller~~for ~~Bearing~~Libor ~~Company~~rate ~~of America, Inc~~loans. ~~is a global manufacturer and distributor of precision bearing products.~~

~~The~~Amounts ~~information~~outstanding inunder the ~~this~~credit ~~Form~~facility ~~8-K~~are ~~shall~~generally ~~not~~due beand ~~deemed~~payable ~~“filed”~~on ~~for~~the ~~purposes of~~expiration ~~Section 18~~date of the credit ~~Securities Act of 1934~~agreement (June 24, ~~nor~~2011). The ~~shall~~Company itcan beelect ~~deemed incorporated~~to byprepay ~~reference~~some inor ~~any~~all ~~filing~~of ~~under~~ the ~~Securities~~outstanding ~~Act~~balance ~~of 1933,~~from ~~except~~time asto ~~shall~~time bewithout ~~expressly set forth by specific reference in such filing~~penalty.

~~Table~~The ofcredit ~~Contents~~agreement requires the Company to comply with various covenants, including among other things, financial covenants to maintain the following:

SIGNATURES

	·	From the closing date through March 31, 2007 a ratio of consolidated net debt to adjusted EBITDA not to exceed 3.5 to 1 and from June 30, 2007 a ratio of consolidated net debt to adjusted EBITDA not to exceed 3.25 to 1.

	·	A consolidated fixed charge coverage ratio not to exceed 1.5 to 1

~~According~~The tocredit agreement allows the ~~requirements~~Company ofto, ~~the~~among ~~Securities~~other ~~Exchange~~things, ~~Act~~make ofdistributions ~~1934,~~to ~~the~~shareholders, ~~Registrant~~repurchase ~~has~~its ~~duly~~stock, ~~caused~~incur ~~this~~other ~~report~~debt toor beliens, ~~signed~~or onacquire ~~its~~or ~~behalf~~dispose byof assets provided that the ~~undersigned,~~ ~~thereunto~~Company ~~duly~~complies ~~authorized~~with oncertain ~~April 27,~~requirements ~~2004.~~and limitations of the credit agreement.

	ROLLER BEARING COMPANY OF AMERICA, INC. (Registrant)
	/s/ Daniel A. Bergeron
	Name:	Daniel A. Bergeron
Date: April 27, 2004	Title:	Vice President and Chief Financial Officer

The Company’s obligations under the credit agreement are secured by a pledge of substantially all of the Company’s and RBCA’s assets and a guaranty by the Company of RBCA’s obligations.

2On June 26, 2006, the Company borrowed approximately $79.0 million under the revolving credit facility and used such funds, to (i) pay fees and expenses associated with the new credit facility and (ii) repay the approximately $78.0 million balance outstanding under the Company’s old credit facility. See Item 1.02. “Termination of a Material Definitive Agreement” below.

Item 1.02 Termination of A Material Definitive Agreement.

On June 26, 2006 the Company repaid the approximately $78.0 million term loan outstanding under its existing August 15, 2005 Fifth Amended and Restated Credit Agreement with certain lenders and General Electric Capital Corporation as agent, and terminated the related credit, security and ancillary agreements. As a result, the Company will record a non-cash pre-tax charge of approximately $3.5 in the first quarter fiscal 2007 to write off deferred debt issuance costs associated with the early termination of the facility.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

See Item 1.01 “Entry into a Material Definitive Agreement” above.

Item 8.01 Other Events.

On June 27, 2006, the Company issued a press release announcing a new $150 million 5-year senior secured revolving credit facility. A copy of the press release is attached hereto as Exhibit 99.4, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Credit Agreement, dated as of June 26, 2006.

Exhibit 99.2. Parent Guaranty dated June 26, 2006, by and between RBC Bearings Incorporated and Keybank National Association, as Administrative Agent and Lender.

Exhibit 99.3. Security Agreement, dated June 26, 2006, by and between Roller Bearing Company of America, Incorporated and Keybank National Association, as Administrative Agent and Lender.

Exhibit 99.4 Press Release dated June 27, 2006.

SIGNATURES

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

Date: June 29, 2006

	RBC BEARINGS INCORPORATED

	By:	/s/ Daniel A. Bergeron
		Name: Daniel A. Bergeron
		Title: Chief Financial Officer

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