

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                  SCHEDULE 13D
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                              (Amendment No. 1)(1)

                             General Bearing Corp.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, $0.01 Par Value Per Share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    369147103
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                John Stein, Esq.
                                 44 High Street
                           West Nyack, New York 10994
                                 (914) 358-6000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
                                Communications)

                                January 19, 2001
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

      If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_| .

            Note. Schedules filed in paper format shall include a signed
      original and five copies of the schedule, including all exhibits. See Rule
      13d-7(b) for other parties to whom copies are to be sent.

                         (Continued on following pages)

-----------------

   (1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>

CUSIP NO. 369147103               SCHEDULE 13D
--------------------------------------------------------------------------------
1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      June H. Geneen, Executor                                  Not applicable
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a)  |X|
                                                                        (b)  |_|
--------------------------------------------------------------------------------
3     SEC USE ONLY


--------------------------------------------------------------------------------
4     SOURCE OF FUNDS*

      BK, SC
--------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEM 2(d) or 2(e)                                                   |_|

--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

      United States of America
--------------------------------------------------------------------------------
                  7     SOLE VOTING POWER

                        -0-
                        --------------------------------------------------------
  NUMBER OF       8     SHARED VOTING POWER
   SHARES
BENEFICIALLY            3,259,300 Shares*
  OWNED BY              --------------------------------------------------------
    EACH          9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON               -0-
    WITH                --------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                        3,259,300 Shares*
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      3,259,300 Shares*
--------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
      CERTAIN SHARES*                                                        |_|

--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      79.3%*
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

      IN
--------------------------------------------------------------------------------

* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,259,300
and the percentage of Common Stock beneficially owned by each reporting person
is 79.3%, based on the total shares available of 4,112,650 as of November 20,
2000 (as reported on the Form 10Q filed November 20, 2000), not including shares
held by World Machinery Company. Of the 3,259,300 shares of Common Stock deemed
to be beneficially owned by the group, 615,284 shares are held by June H.
Geneen, Phil E. Gilbert, Jr. and the United States Trust Company of New York, as
executors for the Estate of Harold S. Geneen.


                                      -2-
<PAGE>

CUSIP NO. 369147103               SCHEDULE 13D
--------------------------------------------------------------------------------
1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Phil E. Gilbert, Jr., Executor                            Not applicable
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a)  |X|
                                                                        (b)  |_|
--------------------------------------------------------------------------------
3     SEC USE ONLY


--------------------------------------------------------------------------------
4     SOURCE OF FUNDS*

      BK, SC
--------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEM 2(d) or 2(e)                                                   |_|

--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

      United States of America
--------------------------------------------------------------------------------
                  7     SOLE VOTING POWER

                        -0-
                        --------------------------------------------------------
  NUMBER OF       8     SHARED VOTING POWER
   SHARES
BENEFICIALLY            3,259,300 Shares*
  OWNED BY              --------------------------------------------------------
    EACH          9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON               -0-
    WITH                --------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                        3,259,300 Shares*
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      3,259,300 Shares*
--------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
      CERTAIN SHARES*                                                        |_|

--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      79.3%*
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

      IN
--------------------------------------------------------------------------------

* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,259,300
and the percentage of Common Stock beneficially owned by each reporting person
is 79.3%, based on the total shares available of 4,112,650 as of November 20,
2000 (as reported on the Form 10Q filed November 20, 2000), not including shares
held by World Machinery Company. Of the 3,259,300 shares of Common Stock deemed
to be beneficially owned by the group, 615,284 shares are held by June H.
Geneen, Phil E. Gilbert, Jr. and the United States Trust Company of New York, as
executors for the Estate of Harold S. Geneen.


                                      -3-
<PAGE>

CUSIP NO. 369147103               SCHEDULE 13D
--------------------------------------------------------------------------------
1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      United States Trust Company of New York, Executor         13-381-8954
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a)  |X|
                                                                        (b)  |_|
--------------------------------------------------------------------------------
3     SEC USE ONLY


--------------------------------------------------------------------------------
4     SOURCE OF FUNDS*

      BK, SC
--------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEM 2(d) or 2(e)                                                   |_|

--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

      New York
--------------------------------------------------------------------------------
                  7     SOLE VOTING POWER

                        -0-
                        --------------------------------------------------------
  NUMBER OF       8     SHARED VOTING POWER
   SHARES
BENEFICIALLY            3,259,300 Shares*
  OWNED BY              --------------------------------------------------------
    EACH          9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON               -0-
    WITH                --------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                        3,259,300 Shares*
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      3,259,300 Shares*
--------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
      CERTAIN SHARES*                                                        |_|

--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      79.3%*
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

      CO
--------------------------------------------------------------------------------

* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,259,300
and the percentage of Common Stock beneficially owned by each reporting person
is 79.3%, based on the total shares available of 4,112,650 as of November 20,
2000 (as reported on the Form 10Q filed November 20, 2000), not including shares
held by World Machinery Company. Of the 3,259,300 shares of Common Stock deemed
to be beneficially owned by the group, 615,284 shares are held by June H.
Geneen, Phil E. Gilbert, Jr. and the United States Trust Company of New York, as
executors for the Estate of Harold S. Geneen.


                                      -4-
<PAGE>

CUSIP NO. 369147103               SCHEDULE 13D
--------------------------------------------------------------------------------
1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Robert Baruc                                              Not applicable
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a)  |X|
                                                                        (b)  |_|
--------------------------------------------------------------------------------
3     SEC USE ONLY


--------------------------------------------------------------------------------
4     SOURCE OF FUNDS*

      BK, SC
--------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEM 2(d) or 2(e)                                                   |_|

--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

      United States of America
--------------------------------------------------------------------------------
                  7     SOLE VOTING POWER

                        -0-
                        --------------------------------------------------------
  NUMBER OF       8     SHARED VOTING POWER
   SHARES
BENEFICIALLY            3,259,300 Shares*
  OWNED BY              --------------------------------------------------------
    EACH          9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON               -0-
    WITH                --------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                        3,259,300 Shares*
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      3,259,300 Shares*
--------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
      CERTAIN SHARES*                                                        |_|

--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      79.3%*
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

      IN
--------------------------------------------------------------------------------

* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,259,300
and the percentage of Common Stock beneficially owned by each reporting person
is 79.3%, based on the total shares available of 4,112,650 as of November 20,
2000 (as reported on the Form 10Q filed November 20, 2000), not including shares
held by World Machinery Company. Of the 3,259,300 shares of Common Stock deemed
to be beneficially owned by the group, 24,882 shares (including shares
purchasable upon the exercise of options that are currently exercisable or
exercisable within 60 days of the date of this filing) are held by Robert Baruc.


                                      -5-
<PAGE>

CUSIP NO. 369147103               SCHEDULE 13D
--------------------------------------------------------------------------------
1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Amy Gussack                                               Not applicable
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a)  |X|
                                                                        (b)  |_|
--------------------------------------------------------------------------------
3     SEC USE ONLY


--------------------------------------------------------------------------------
4     SOURCE OF FUNDS*

      BK, SC
--------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEM 2(d) or 2(e)                                                   |_|

--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

      United States of America
--------------------------------------------------------------------------------
                  7     SOLE VOTING POWER

                        -0-
                        --------------------------------------------------------
  NUMBER OF       8     SHARED VOTING POWER
   SHARES
BENEFICIALLY            3,259,300 Shares*
  OWNED BY              --------------------------------------------------------
    EACH          9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON               -0-
    WITH                --------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                        3,259,300 Shares*
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      3,259,300 Shares*
--------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
      CERTAIN SHARES*                                                        |_|

--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      79.3%*
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

      IN
--------------------------------------------------------------------------------

* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,259,300
and the percentage of Common Stock beneficially owned by each reporting person
is 79.3%, based on the total shares available of 4,112,650 as of November 20,
2000 (as reported on the Form 10Q filed November 20, 2000), not including shares
held by World Machinery Company. Of the 3,259,300 shares of Common Stock deemed
to be beneficially owned by the group, 359,690 shares are held by Amy Gussack.


                                      -6-
<PAGE>

CUSIP NO. 369147103               SCHEDULE 13D
--------------------------------------------------------------------------------
1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      David L. Gussack                                          Not applicable
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a)  |X|
                                                                        (b)  |_|
--------------------------------------------------------------------------------
3     SEC USE ONLY


--------------------------------------------------------------------------------
4     SOURCE OF FUNDS*

      BK, SC
--------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEM 2(d) or 2(e)                                                   |_|

--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

      United States of America
--------------------------------------------------------------------------------
                  7     SOLE VOTING POWER

                        -0-
                        --------------------------------------------------------
  NUMBER OF       8     SHARED VOTING POWER
   SHARES
BENEFICIALLY            3,259,300 Shares*
  OWNED BY              --------------------------------------------------------
    EACH          9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON               -0-
    WITH                --------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                        3,259,300 Shares*
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      3,259,300 Shares*
--------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
      CERTAIN SHARES*                                                        |_|

--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      79.3%*
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

      IN
--------------------------------------------------------------------------------

* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,259,300
and the percentage of Common Stock beneficially owned by each reporting person
is 79.3%, based on the total shares available of 4,112,650 as of November 20,
2000 (as reported on the Form 10Q filed November 20, 2000), not including shares
held by World Machinery Company. Of the 3,259,300 shares of Common Stock deemed
to be beneficially owned by the group, 644,340 shares (including shares
purchasable upon the exercise of options that are currently exercisable or
exercisable within 60 days of the date of this filing) are held by David L.
Gussack.


                                      -7-
<PAGE>

CUSIP NO. 369147103               SCHEDULE 13D
--------------------------------------------------------------------------------
1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Faith Gussack                                             Not applicable
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a)  |X|
                                                                        (b)  |_|
--------------------------------------------------------------------------------
3     SEC USE ONLY


--------------------------------------------------------------------------------
4     SOURCE OF FUNDS*

      BK, SC
--------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEM 2(d) or 2(e)                                                   |_|

--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

      United States of America
--------------------------------------------------------------------------------
                  7     SOLE VOTING POWER

                        -0-
                        --------------------------------------------------------
  NUMBER OF       8     SHARED VOTING POWER
   SHARES
BENEFICIALLY            3,259,300 Shares*
  OWNED BY              --------------------------------------------------------
    EACH          9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON               -0-
    WITH                --------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                        3,259,300 Shares*
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      3,259,300 Shares*
--------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
      CERTAIN SHARES*                                                        |_|

--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      79.3%*
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

      IN
--------------------------------------------------------------------------------

* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,259,300
and the percentage of Common Stock beneficially owned by each reporting person
is 79.3%, based on the total shares available of 4,112,650 as of November 20,
2000 (as reported on the Form 10Q filed November 20, 2000), not including shares
held by World Machinery Company. Of the 3,259,300 shares of Common Stock deemed
to be beneficially owned by the group, 302,964 shares are held by Faith Gussack.


                                      -8-
<PAGE>

CUSIP NO. 369147103               SCHEDULE 13D
--------------------------------------------------------------------------------
1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Lisa Gussack                                              Not applicable
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a)  |X|
                                                                        (b)  |_|
--------------------------------------------------------------------------------
3     SEC USE ONLY


--------------------------------------------------------------------------------
4     SOURCE OF FUNDS*

      BK, SC
--------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEM 2(d) or 2(e)                                                   |_|

--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

      United States of America
--------------------------------------------------------------------------------
                  7     SOLE VOTING POWER

                        -0-
                        --------------------------------------------------------
  NUMBER OF       8     SHARED VOTING POWER
   SHARES
BENEFICIALLY            3,259,300 Shares*
  OWNED BY              --------------------------------------------------------
    EACH          9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON               -0-
    WITH                --------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                        3,259,300 Shares*
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      3,259,300 Shares*
--------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
      CERTAIN SHARES*                                                        |_|

--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      79.3%*
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

      IN
--------------------------------------------------------------------------------

* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,259,300
and the percentage of Common Stock beneficially owned by each reporting person
is 79.3%, based on the total shares available of 4,112,650 as of November 20,
2000 (as reported on the Form 10Q filed November 20, 2000), not including shares
held by World Machinery Company. Of the 3,259,300 shares of Common Stock deemed
to be beneficially owned by the group, 148,643 shares are held by Lisa Gussack.


                                      -9-
<PAGE>

CUSIP NO. 369147103               SCHEDULE 13D
--------------------------------------------------------------------------------
1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Nina Gussack                                              Not applicable
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a)  |X|
                                                                        (b)  |_|
--------------------------------------------------------------------------------
3     SEC USE ONLY


--------------------------------------------------------------------------------
4     SOURCE OF FUNDS*

      BK, SC
--------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEM 2(d) or 2(e)                                                   |_|

--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

      United States of America
--------------------------------------------------------------------------------
                  7     SOLE VOTING POWER

                        -0-
                        --------------------------------------------------------
  NUMBER OF       8     SHARED VOTING POWER
   SHARES
BENEFICIALLY            3,259,300 Shares*
  OWNED BY              --------------------------------------------------------
    EACH          9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON               -0-
    WITH                --------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                        3,259,300 Shares*
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      3,259,300 Shares*
--------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
      CERTAIN SHARES*                                                        |_|

--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      79.3%*
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

      IN
--------------------------------------------------------------------------------

* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,259,300
and the percentage of Common Stock beneficially owned by each reporting person
is 79.3%, based on the total shares available of 4,112,650 as of November 20,
2000 (as reported on the Form 10Q filed November 20, 2000), not including shares
held by World Machinery Company. Of the 3,259,300 shares of Common Stock deemed
to be beneficially owned by the group, 582,240 shares (including shares
purchasable upon the exercise of options that are currently exercisable or
exercisable within 60 days of the date of this filing) are held by Nina Gussack.


                                      -10-
<PAGE>

CUSIP NO. 369147103               SCHEDULE 13D
--------------------------------------------------------------------------------
1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Seymour Gussack                                           Not applicable
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a)  |X|
                                                                        (b)  |_|
--------------------------------------------------------------------------------
3     SEC USE ONLY


--------------------------------------------------------------------------------
4     SOURCE OF FUNDS*

      BK, SC
--------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEM 2(d) or 2(e)                                                   |_|

--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

      United States of America
--------------------------------------------------------------------------------
                  7     SOLE VOTING POWER

                        -0-
                        --------------------------------------------------------
  NUMBER OF       8     SHARED VOTING POWER
   SHARES
BENEFICIALLY            3,259,300 Shares*
  OWNED BY              --------------------------------------------------------
    EACH          9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON               -0-
    WITH                --------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                        3,259,300 Shares*
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      3,259,300 Shares*
--------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
      CERTAIN SHARES*                                                        |_|

--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      79.3%*
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

      IN
--------------------------------------------------------------------------------

* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,259,300
and the percentage of Common Stock beneficially owned by each reporting person
is 79.3%, based on the total shares available of 4,112,650 as of November 20,
2000 (as reported on the Form 10Q filed November 20, 2000), not including shares
held by World Machinery Company. Of the 3,259,300 shares of Common Stock deemed
to be beneficially owned by the group, 374,986 shares (including shares
purchasable upon the exercise of options that are currently exercisable or
exercisable within 60 days of the date of this filing) are held by Seymour
Gussack.


                                      -11-
<PAGE>

CUSIP NO. 369147103               SCHEDULE 13D
--------------------------------------------------------------------------------
1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Wendy Gussack                                             Not applicable
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a)  |X|
                                                                        (b)  |_|
--------------------------------------------------------------------------------
3     SEC USE ONLY


--------------------------------------------------------------------------------
4     SOURCE OF FUNDS*

      BK, SC
--------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEM 2(d) or 2(e)                                                   |_|

--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

      United States of America
--------------------------------------------------------------------------------
                  7     SOLE VOTING POWER

                        -0-
                        --------------------------------------------------------
  NUMBER OF       8     SHARED VOTING POWER
   SHARES
BENEFICIALLY            3,259,300 Shares*
  OWNED BY              --------------------------------------------------------
    EACH          9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON               -0-
    WITH                --------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                        3,259,300 Shares*
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      3,259,300 Shares*
--------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
      CERTAIN SHARES*                                                        |_|

--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      79.3%*
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

      IN
--------------------------------------------------------------------------------

* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,259,300
and the percentage of Common Stock beneficially owned by each reporting person
is 79.3%, based on the total shares available of 4,112,650 as of November 20,
2000 (as reported on the Form 10Q filed November 20, 2000), not including shares
held by World Machinery Company. Of the 3,259,300 shares of Common Stock deemed
to be beneficially owned by the group, 13,080 shares are held by Wendy Gussack.


                                      -12-
<PAGE>

CUSIP NO. 369147103               SCHEDULE 13D
--------------------------------------------------------------------------------
1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Joseph J.C. Hoo                                           Not applicable
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a)  |X|
                                                                        (b)  |_|
--------------------------------------------------------------------------------
3     SEC USE ONLY


--------------------------------------------------------------------------------
4     SOURCE OF FUNDS*

      BK, SC
--------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEM 2(d) or 2(e)                                                   |_|

--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

      United States of America
--------------------------------------------------------------------------------
                  7     SOLE VOTING POWER

                        -0-
                        --------------------------------------------------------
  NUMBER OF       8     SHARED VOTING POWER
   SHARES
BENEFICIALLY            3,259,300 Shares*
  OWNED BY              --------------------------------------------------------
    EACH          9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON               -0-
    WITH                --------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                        3,259,300 Shares*
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      3,259,300 Shares*
--------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
      CERTAIN SHARES*                                                        |_|

--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      79.3%*
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

      IN
--------------------------------------------------------------------------------

* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,259,300
and the percentage of Common Stock beneficially owned by each reporting person
is 79.3%, based on the total shares available of 4,112,650 as of November 20,
2000 (as reported on the Form 10Q filed November 20, 2000), not including shares
held by World Machinery Company. Of the 3,259,300 shares of Common Stock deemed
to be beneficially owned by the group, 77,079 shares (including shares
purchasable upon the exercise of options that are currently exercisable or
exercisable within 60 days of the date of this filing) are held by Joseph J.C.
Hoo.


                                      -13-
<PAGE>

CUSIP NO. 369147103               SCHEDULE 13D
--------------------------------------------------------------------------------
1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Kermit Moyer                                              Not applicable
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a)  |X|
                                                                        (b)  |_|
--------------------------------------------------------------------------------
3     SEC USE ONLY


--------------------------------------------------------------------------------
4     SOURCE OF FUNDS*

      BK, SC
--------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEM 2(d) or 2(e)                                                   |_|

--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

      United States of America
--------------------------------------------------------------------------------
                  7     SOLE VOTING POWER

                        -0-
                        --------------------------------------------------------
  NUMBER OF       8     SHARED VOTING POWER
   SHARES
BENEFICIALLY            3,259,300 Shares*
  OWNED BY              --------------------------------------------------------
    EACH          9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON               -0-
    WITH                --------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                        3,259,300 Shares*
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      3,259,300 Shares*
--------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
      CERTAIN SHARES*                                                        |_|

--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      79.3%*
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

      IN
--------------------------------------------------------------------------------

* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,259,300
and the percentage of Common Stock beneficially owned by each reporting person
is 79.3%, based on the total shares available of 4,112,650 as of November 20,
2000 (as reported on the Form 10Q filed November 20, 2000), not including shares
held by World Machinery Company. Of the 3,259,300 shares of Common Stock deemed
to be beneficially owned by the group, 13,080 shares are held by Kermit Moyer.


                                      -14-
<PAGE>

CUSIP NO. 369147103               SCHEDULE 13D
--------------------------------------------------------------------------------
1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Allan Septimus                                            Not applicable
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a)  |X|
                                                                        (b)  |_|
--------------------------------------------------------------------------------
3     SEC USE ONLY


--------------------------------------------------------------------------------
4     SOURCE OF FUNDS*

      BK, SC
--------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEM 2(d) or 2(e)                                                   |_|

--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

      United States of America
--------------------------------------------------------------------------------
                  7     SOLE VOTING POWER

                        -0-
                        --------------------------------------------------------
  NUMBER OF       8     SHARED VOTING POWER
   SHARES
BENEFICIALLY            3,259,300 Shares*
  OWNED BY              --------------------------------------------------------
    EACH          9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON               -0-
    WITH                --------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                        3,259,300 Shares*
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      3,259,300 Shares*
--------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
      CERTAIN SHARES*                                                        |_|

--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      79.3%*
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

      IN
--------------------------------------------------------------------------------

* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,259,300
and the percentage of Common Stock beneficially owned by each reporting person
is 79.3%, based on the total shares available of 4,112,650 as of November 20,
2000 (as reported on the Form 10Q filed November 20, 2000), not including shares
held by World Machinery Company. Of the 3,259,300 shares of Common Stock deemed
to be beneficially owned by the group, 9,178 shares are held by Allan Septimus.


                                      -15-
<PAGE>

CUSIP NO. 369147103               SCHEDULE 13D
--------------------------------------------------------------------------------
1     NAMES OF REPORTING PERSONS
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

      Allan Stein                                               Not applicable
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a)  |X|
                                                                        (b)  |_|
--------------------------------------------------------------------------------
3     SEC USE ONLY


--------------------------------------------------------------------------------
4     SOURCE OF FUNDS*

      BK, SC
--------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEM 2(d) or 2(e)                                                   |_|

--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION

      United States of America
--------------------------------------------------------------------------------
                  7     SOLE VOTING POWER

                        -0-
                        --------------------------------------------------------
  NUMBER OF       8     SHARED VOTING POWER
   SHARES
BENEFICIALLY            3,259,300 Shares*
  OWNED BY              --------------------------------------------------------
    EACH          9     SOLE DISPOSITIVE POWER
  REPORTING
   PERSON               -0-
    WITH                --------------------------------------------------------
                  10    SHARED DISPOSITIVE POWER

                        3,259,300 Shares*
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      3,259,300 Shares*
--------------------------------------------------------------------------------
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
      CERTAIN SHARES*                                                        |_|

--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

      79.3%*
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON*

      IN
--------------------------------------------------------------------------------

* Based on the transaction described in Item 4(ii) of this filing, all reporting
persons are deemed to be acting as a group pursuant to Rule 13d-5(b)(1) for the
purposes of this filing. As such, each reporting person is deemed to have
acquired beneficial ownership of all equity securities of General Bearing
beneficially owned by the other members of the group only for purposes of
Section 13(d) of the Act and this filing. Therefore, the aggregate number of
shares of Common Stock beneficially owned by each reporting person is 3,259,300
and the percentage of Common Stock beneficially owned by each reporting person
is 79.3%, based on the total shares available of 4,112,650 as of November 20,
2000 (as reported on the Form 10Q filed November 20, 2000), not including shares
held by World Machinery Company. Of the 3,259,300 shares of Common Stock deemed
to be beneficially owned by the group, 14,280 shares are held by Allan Stein.


                                      -16-
<PAGE>

                             SCHEDULE 13D STATEMENT

      This Amendment No. 1 amends and supplements the statement on Schedule 13D
filed on October 6, 2000 (the "Original Schedule 13D") by June H. Geneen (as
executor for the Estate of Harold S. Geneen), Phil E. Gilbert, Jr. (as executor
for the Estate of Harold S. Geneen), United States Trust Company of New York (as
executor for the Estate of Harold S. Geneen), Robert Baruc, Amy Gussack, David
L. Gussack, Faith Gussack, Lisa Gussack, Nina Gussack, Seymour Gussack, Wendy
Gussack, Joseph J.C. Hoo, Kermit Moyer, Allan Septimus, and Allan Stein. This
amendment is filed pursuant to the Joint Filing Agreement as executed by the
reporting persons listed above. (Exhibit 7(a) to the Original 13D is hereby
incorporated by this reference.) Items 1, 2, and 6 remain unchanged. Items 3, 4,
5 and 7 are amended as follows:

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

            Item 3 is hereby amended and supplemented by replacing the text of
            Item 3 on the Original 13D with the following:

            Pursuant to the merger transaction described in Item 4(i) of the
            Original 13D, the reporting persons acquired shares of General
            Bearing Common Stock upon the conversion of their shares of World
            Machinery Company common stock.

            Pursuant to the merger transaction described in Item 4(ii) of this
            Amendment No. 1, it is a condition to the consummation of the merger
            that sufficient funds are available for the purposes of financing
            the cash payment to the holders of General Bearing's Common Stock
            other than the reporting persons (the "Public Holders"), as well as
            to cover expenses incurred by General Bearing in connection with the
            merger. GBC Acquisition Corp., a Delaware corporation owned by the
            reporting persons as a group ("Acquisition Co."), and General
            Bearing have received a commitment letter (the "Commitment Letter")
            from KeyBank National Association ("KeyBank") to arrange a credit
            facility for $9,000,000 which will be available to Acquisition Co.
            in the form of a seven year term loan for use toward the cost of the
            merger. KeyBank will have a first security lien in all assets,
            including accounts receivable and inventory, of Acquisition Co. and
            General Bearing. The terms of the definitive loan documentation will
            be substantially similar to General Bearing's Credit Agreement,
            dated as of December 20, 1999, as amended, by and among General
            Bearing, KeyBank, as administrative agent, and the Lender's
            thereunder. The principal of the term loan will be repayable in
            monthly installments in arrears in an amount equal to $75,000 and
            the remaining outstanding balance to be repaid on the seventh
            anniversary of the Closing Date of the merger. The interest rate
            will be LIBOR plus 190 basis points and accrued interest will be
            payable pursuant to terms substantially similar to General Bearing's
            Credit Agreement, dated as of December 20, 1999, as amended by and
            among General Bearing, KeyBank, as administrative agent and the
            Lender's thereunder. The aggregate merger consideration payable
            pursuant to the contemplated merger is estimated to be approximately
            $6.3 million.

Item 4. PURPOSE OF TRANSACTION.

            Item 4 is hereby amended and supplemented by replacing subpart (ii)
            of, and adding subpart (iii) to, the Original 13D with the
            following:


                                      -17-
<PAGE>

            (ii)  On July 11, 2000, the reporting persons, acting as a group
                  through Acquisition Co., submitted an offer to acquire the
                  publicly-held shares of General Bearing Common Stock for $6.50
                  per share payable in cash to holders of General Bearing's
                  Common Stock (other than Acquisition Co., subsidiaries of
                  General Bearing and any stockholder who properly perfects his
                  or her appraisal rights under Delaware law). The offer
                  proposed the purchase of shares to take place through means of
                  a cash-out merger the terms of which are described in detail
                  in the Merger Agreement of January 19, 2001, which is an
                  exhibit hereto.

                  A special committee of independent directors of General
                  Bearing (the "Special Committee") was formed to evaluate the
                  offer. The offer contained several conditions for the
                  consummation of the merger including the reporting persons'
                  ability to secure financing for the transaction. For a
                  description of the financing arrangements made by the
                  reporting persons refer to Item 3 of this Amendment No. 1. The
                  Special Committee considered the proposed transaction and
                  engaged independent investment advisors to evaluate the offer.
                  Both the Special Committee and the investment advisors
                  determined that the offer was fair to, and in the best
                  interests of, General Bearing and the Public Holders. The
                  Board of Directors of General Bearing, based upon the
                  recommendations of the Special Committee and of the
                  independent investment advisors, unanimously approved the
                  merger. Authorized representatives of the Board of Directors
                  of General Bearing and the Board of Directors of Acquisition
                  Co. signed the Merger Agreement on January 19, 2001.

                  A special meeting of the stockholders of General Bearing will
                  soon be held at which the stockholders of General Bearing will
                  vote on whether to accept the offer of Acquisition Co. The
                  reporting persons, who currently hold 79.2% of General Bearing
                  Common Stock as reported herein, have sufficient stockholdings
                  to insure stockholder approval of the merger on behalf of
                  General Bearing. Therefore it is highly probable that the
                  transaction will proceed as described in the Merger Agreement.

                  With the consummation of the merger, assuming stockholder
                  approval, the Common Stock of General Bearing will become
                  eligible for termination of registration pursuant to Section
                  12(g)(4) of the Securities Exchange Act of 1934 and will cease
                  to be quoted on the NASDAQ - Small Cap Market.

            (iii) In December 2000 Seymour Gussack gifted, in the aggregate,
                  34,800 shares of General Bearing Common Stock held in his name
                  individually to certain of the reporting persons in varying
                  amounts. The only reporting persons not receiving a gift were
                  Joseph J.C. Hoo, June H. Geneen, Phil E. Gilbert, Jr., and the
                  United States Trust Company of New York. Also, certain options
                  to acquire shares of General Bearing Common Stock held by the
                  reporting persons that were not considered beneficially owned
                  at the time of the filing of the Original 13D have now vested
                  or will vest within 60 days of the date of this filing. This
                  Amendment No. 1 has been updated to reflect any changes in
                  stock ownership by the Reporting Persons including the shares
                  gifted by Seymour Gussack in December 2000 and any options to
                  acquire shares that are now considered


                                      -18-
<PAGE>

                  beneficially owned under Section 13(d).

Item 5(a). AGGREGATE NUMBER AND PERCENTAGE OF COMMON STOCK.

            Item 5(a) is hereby amended and supplemented by replacing the text
            of 5(a) on the Original 13D with the following:

            For purposes of this filing, all reporting persons are acting as a
            group pursuant to Rule 13d-5(b)(1) in connection with the offer
            submitted to General Bearing to acquire the publicly held shares of
            General Bearing Common Stock. As such, each reporting person is
            deemed to have acquired beneficial ownership of all equity
            securities of General Bearing beneficially owned by the other
            members of the group for purposes of Section 13(d) of the Act and
            this filing. Therefore, the aggregate number of shares of Common
            Stock beneficially owned by each reporting person is 3,259,300, and
            the percentage of Common Stock beneficially owned by each reporting
            person is 79.3%, based on the total shares outstanding of 4,112,650
            as of November 20, 2000 (as reported on the Form 10Q filed November
            20, 2000). The total number of shares outstanding does not include
            shares held by World Machinery Company.

Item 5(b). NUMBER OF SHARES AS TO WHICH PERSON HAS VOTING AND DISPOSITIVE POWER.

            Item 5(b) is hereby amended and supplemented by replacing the text
            of 5(b) on the Original 13D with the following:

            Because the reporting persons are members of a group, as described
            in Item 5(a), each member is deemed to share the power to vote or
            direct the vote, and the power to dispose or direct the disposition,
            of all shares of Common Stock held by the other members of the
            group, for purposes of this filing. As such, each reporting person
            is deemed to be the beneficial owner of an aggregate of 3,259,300
            shares of Common Stock.

            The following information is provided to clarify that the 3,259,300
            shares of Common Stock deemed to be beneficially owned by the
            reporting persons, though aggregated for the purposes of this group
            filing, is actually held individually in the name of each reporting
            person, except where indicated:

            615,284 shares of Common Stock are held by June H. Geneen, Phil E.
            Gilbert, Jr. and the United States Trust Company of New York, as
            executors for the Estate of Harold S. Geneen.

            77,079 shares of Common Stock (including 13,500 shares purchasable
            upon the exercise of options that are currently exercisable or
            exercisable within 60 days of the date of this filing) are held by
            Joseph J.C. Hoo.

            374,986 shares of Common Stock (including 5,000 shares purchasable
            upon the exercise of options that are currently exercisable or
            exercisable within 60 days of the date of this filing) are held by
            Seymour Gussack. In addition, Seymour Gussack may be deemed to be
            the beneficial owner of the 5,000 shares of Common Stock held by
            Gussack Realty


                                      -19-
<PAGE>

            Company, a New York general partnership ("Realty Company"), of which
            Seymour Gussack is a general partner.

            302,464 shares of Common Stock are held by Faith Gussack and 24,382
            shares of Common Stock (including 5,000 shares purchasable upon the
            exercise of options that are currently exercisable or exercisable
            within 60 days of the date of this filing) are held by Robert Baruc.
            Faith Gussack and Robert Baruc are married and hold 500 shares of
            Common Stock jointly. Faith Gussack and Robert Baruc are the parents
            of Siri Baruc, Jonathan Baruc and Rebecca Baruc. 8,978 shares of
            Common Stock are held in the name of Jonathan Baruc. 8,978 shares of
            Common Stock are held in the name of Rebecca Baruc. 4,076 shares of
            Common Stock are held in the name of Siri Baruc. All three children
            are under the age of 18 and live with their parents. In addition,
            Faith Gussack may be deemed to be the beneficial owner of the 5,000
            shares of Common Stock held by Realty Company, of which Faith
            Gussack is a general partner.

            359,690 shares of Common Stock are held by Amy Gussack and 13,080
            shares of Common Stock are held by Kermit Moyer. Amy Gussack and
            Kermit Moyer are married. In addition, Amy Gussack may be deemed to
            be the beneficial owner of the 5,000 shares of Common Stock held by
            Realty Company, of which Amy Gussack is a general partner.

            148,643 shares of Common Stock are held by Lisa Gussack and 9,178
            shares of Common Stock are held by Allan Septimus. Lisa Gussack and
            Allan Septimus are married and the parents of Adam Bellin and Sophie
            Rose Bellin. 17,182 shares of Common Stock are held in the name of
            Adam Bellin. 8,978 shares of Common Stock are held in the name of
            Sophie Rose Bellin. Both children are under the age of 18 and live
            with their parents. In addition, Lisa Gussack may be deemed to be
            the beneficial owner of the 5,000 shares of Common Stock held by
            Realty Company, of which Lisa Gussack is a general partner.

            582,240 shares of Common Stock (including 5,000 shares purchasable
            upon the exercise of options that are currently exercisable or
            exercisable within 60 days of the date of this filing) are held by
            Nina Gussack and 14,280 shares of Common Stock are held by Allan
            Stein. Nina Gussack and Allan Stein are married and the parents of
            Benjamin Stein and Daniel Stein. 4,876 shares of Common Stock are
            held in the name of Benjamin Stein. 4,876 shares of Common Stock are
            held in the name of Daniel Stein. Both children are under the age of
            18 and live with their parents. In addition, Nina Gussack may be
            deemed to be the beneficial owner of the 5,000 shares of Common
            Stock held by Realty Company, of which Nina Gussack is a general
            partner.

            644,340 shares of Common Stock (including 56,000 shares purchasable
            upon the exercise of options that are currently exercisable or
            exercisable within 60 days of the date of this filing) are held by
            David Gussack and 13,080 shares of Common Stock are held by Wendy
            Gussack. David Gussack and Wendy Gussack are married. Wendy Gussack
            is the parent of, and David Gussack is the step-parent of, Linda M.
            Herrera and Jessica L. Corsino. David Gussack and Wendy Gussack are
            also the parents of Natasha Eve Gussack. 4,076 shares of Common
            Stock are held in the name of Linda M. Herrera. 4,076 shares of
            Common Stock are held in the name of Jessica L. Corsino. 8,978
            shares of Common Stock are held in the name of Natasha Eve Gussack.
            All children live with their parents/step-parents. In addition,
            David Gussack may be deemed to be the


                                      -20-
<PAGE>

            beneficial owner of the 5,000 shares of Common Stock held by Realty
            Company, of which David Gussack is a general partner.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

            Item 7 is hereby amended and supplemented by adding the following
            after subpart (b):

            (c)   Commitment Letter from KeyBank dated August 1, 2000 and
                  extension letter related thereto dated December 29, 2000.
            (d)   General Bearing's Credit Agreement, dated as of December 20,
                  1999, as amended by and among General Bearing, KeyBank, as
                  administrative agent and the Lender's thereunder. (Exhibit
                  10.20 to General Bearing's Annual Report on Form 10K405 for
                  the year ended December 31, 1999 is hereby incorporated herein
                  by this reference.)
            (e)   Agreement and Plan of Merger between General Bearing and
                  Acquisition Co. dated January 19, 2001. (Exhibit 2.1 to
                  General Bearing's Current Report on Form 8-K filed on January
                  25, 2001, is hereby incorporated herein by this reference.)


                                      -21-
<PAGE>

                                   SIGNATURES

            After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

Date:


* /s/  Seymour Gussack                  *
-------------------------------------   ----------------------------------------
Seymour Gussack                         Faith Gussack


*                                       *
-------------------------------------   ----------------------------------------
June H. Geneen**                        Lisa Gussack


*                                       *
-------------------------------------   ----------------------------------------
Phil E. Gilbert, Jr.**                  Nina Gussack


*                                       *
-------------------------------------   ----------------------------------------
United States Trust Company of New      Wendy Gussack
York**


*                                       *
-------------------------------------   ----------------------------------------
Robert Baruc                            Joseph J.C. Hoo



*                                       *
-------------------------------------   ----------------------------------------
Amy Gussack                             Kermit Moyer



*                                       *
-------------------------------------   ----------------------------------------
David L. Gussack                        Allan Septimus


                                        *
                                        ----------------------------------------
                                        Allan Stein

* This Amendment No. 1 signed and filed on behalf of the reporting persons by
Seymour Gussack pursuant to the Joint Filing Agreement a copy of which was filed
previously as Exhibit 7(a) to General Bearing's 13D filed on October 6, 2000.

** As executors for the Estate of Harold S. Geneen.


                                      -22-
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT                                   DESCRIPTION

7(c)          Commitment Letter from KeyBank dated August 1, 2000 and extension
              letter related thereto dated December 29, 2000.


                                      -23-

