<SUBMISSION>
<ACCESSION-NUMBER>0001005477-01-000514
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20010129
<GROUP-MEMBERS>ALLAN SEPTIMUS
<GROUP-MEMBERS>ALLAN STEIN
<GROUP-MEMBERS>AMY GUSSACK
<GROUP-MEMBERS>DAVID L. GUSSACK
<GROUP-MEMBERS>FAITH GUSSACK
<GROUP-MEMBERS>GUSSACK SEYMOUR
<GROUP-MEMBERS>JOSEPH J.C. HOO
<GROUP-MEMBERS>JUNE H. GENEEN
<GROUP-MEMBERS>KERMIT MOYER
<GROUP-MEMBERS>LISA GUSSACK
<GROUP-MEMBERS>NINA GUSSACK
<GROUP-MEMBERS>PHIL E. GILBERT, JR.
<GROUP-MEMBERS>ROBERT BARUC
<GROUP-MEMBERS>UNITED STATES TRUST COMPANY OF NEW YORK
<GROUP-MEMBERS>WENDY GUSSACK
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>GENERAL BEARING CORP
<CIK>0001026221
<ASSIGNED-SIC>3562
<IRS-NUMBER>132796245
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-59685
<FILM-NUMBER>1517800
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>44 HIGH ST
<CITY>WEST NYWACK
<STATE>NY
<ZIP>10994
<PHONE>9143586000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>C/O GENERAL BEARING CORP
<STREET2>44 HIGH ST
<CITY>WEST NYACK
<STATE>NY
<ZIP>10994
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>GUSSACK SEYMOUR
<CIK>0001125981
<ASSIGNED-SIC>
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>GENERAL BEARING CORP
<STREET2>44 HIGH STREET
<CITY>WEST NYACK
<STATE>NY
<ZIP>10994
<PHONE>9143586000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>GENERAL BEARING CORP
<STREET2>44 HIGH STREET
<CITY>WEST NYACK
<STATE>NY
<ZIP>10994
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>AMENDMENT NO. 1 TO SCHEDULE 13D
<TEXT>


                       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-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-7.(C)
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>COMMITMENT LETTER
<TEXT>


                                  EXHIBIT 7(c)

                                                           KeyBank
                                                           One Washington Center
                          KEYBANK NATIONAL ASSOCIATION     5th Floor
                                  KeyBank Plaza            Newburgh, NY 12550
                              One Washington Center
                            Newburgh, New York 12550

                                        August 1, 2000

                       Senior Facilities Commitment Letter

GBC Acquisition Corp.
44 High Street
West Nyack, New York 10994

Attention: David Gussack, President

Ladies and Gentlemen:

            GBC Acquisition Corp., a Delaware corporation ("GBCA"), has advised
Key Bank of its intention to enter into a merger transaction with General
Bearing Corporation, a Delaware corporation ("GBC"; together with any
wholly-owned subsidiary thereof referred to in this sentence, the "Company") or
a wholly-owned subsidiary of GBC, whereby the holders of shares of publicly
traded common stock will receive cash in exchange for their shares and the
common stock of the Company will become privately held by all or some of the
persons listed on Schedule 2 hereto ("Transaction" or "Merger"). References
herein to the "Transaction" shall include the financings described herein and
all other transactions related to the Transaction.

            You have also advised us that (a) you propose to finance the
Transaction and the related fees and expenses thereof from a term loan facility
in the aggregate amount of $9,000,000 (the "Term Facility") and (b) you request
that upon consummation of the Merger, the existing $21,000,000 revolving credit
facility (the "Revolving Facility" together with the Term Facility, the "Senior
Facilities") under the Credit Agreement, dated as of December 20,1999 (as
amended to the date hereof, the "Existing Credit Agreement"; capitalized terms
used but not otherwise defined herein shall have their ascribed meanings under
the Existing Credit Agreement) by and among the Company, KeyBank, as
administrative agent (in such capacity, the "Administrative Agent") and the
Lenders thereunder continue to be available to finance the continuing operations
of the Company and its subsidiaries after the Transaction.

            KeyBank is pleased to advise you of its commitment to provide the
entire amount of the Term Facility. The Statement of Terms and Conditions
attached as Exhibit A hereto (the "Senior Facilities Term Sheet") sets forth the
principal terms and conditions on and subject to which KeyBank is willing to
make available the Term Facility and to continue to make available the Revolving
Facility to the Company after the Transaction.

<PAGE>

            It is agreed that KeyBank will act as the sole and exclusive
Administrative Agent in respect of the Senior Facilities, and will act as the
sole and exclusive advisor in respect of the Senior Facilities and will, in such
capacities, perform the duties and exercise the authority customarily performed
and exercised by it in such roles. You agree that no other agents, co-agents or
arrangers will be appointed, no other titles will be awarded and no compensation
(other than that expressly contemplated herein and by the Senior Facilities Term
Sheet referred to below) will be paid in connection with the Senior Facilities
unless you and we shall so agree.

            You hereby represent and covenant that (a) all information other
than the Projections defined below (the "Information") that has been or will be
made available to KeyBank by you or any of your representatives or the Company
is or will be, when furnished, complete and correct in all material respects and
does not or will not, when furnished, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
contained therein not materially misleading in light of the circumstances under
which such statements are made and (b) all financial projections (the
"Projections") that have been or will be made available to KeyBank by you or any
of your representatives or the Company have been or will be prepared in good
faith based upon reasonable assumptions. You understand that we may use and rely
on the Information and Projections without independent verification thereof.

            As consideration for KeyBank's commitment hereunder and KeyBank's
agreement to perform the services described herein, GBCA agrees to pay to Key
Bank a nonrefundable $175,000 underwriting fee, payable on the Closing Date (as
defined in the Senior Facilities Term Sheet) and the other nonrefundable fees
set forth in the Senior Facilities Term Sheet.

            KeyBank's commitment hereunder and KeyBank's agreement to perform
the services described herein are subject to (a) there not occurring any change,
occurrence or development since April 1, 2000 that could reasonably be expected
to have a material adverse effect on the business, operations, property,
condition (financial or otherwise) or prospects of GBCA, the Company and its
subsidiaries, taken as a whole, (b) our not becoming aware after the date hereof
of any material information or other matter relating to GBCA, the Company or the
Transaction (including any matter relating to financial models and underlying
assumptions relating to the Projections) that in our reasonable judgment is
inconsistent in a material and adverse manner with such information or other
matter disclosed to us prior to the date hereof; (c) there not having occurred
after the date hereof a material disruption of or material adverse change in
conditions in the financial, banking or capital markets (including, without
limitation, the high-yield market), (d) the negotiation, execution and delivery
on or before the Closing Date (as defined in the Senior Facilities Term Sheet),
of definitive documentation with respect to the Senior Facilities reasonably
satisfactory to KeyBank and its counsel and (e) the other conditions set forth
or referred to in the Senior Facilities Term Sheet. Such definitive
documentation with respect to the Senior Facilities shall contain terms and
provisions in addition to those set forth herein and in the Senior Facilities
Term Sheet. Those matters in such definitive documentation that are not covered
by the provisions set forth herein and in the Senior Facilities Term Sheet shall
be reasonably satisfactory to KeyBank and its counsel.

<PAGE>

            You agree (a) to indemnify and hold harmless KeyBank, its affiliates
and its respective officers, directors, employees, advisors and agents (each, an
"indemnified person") from and against any and all losses, claims, damages and
liabilities to which any such indemnified person may become subject arising out
of or in connection with this Commitment Letter, the Senior Facilities, the use
of the proceeds thereof, the Transaction or any related transaction or any
claim, litigation, investigation or proceeding relating to any of the foregoing,
regardless of whether any indemnified person is a party thereto, and to
reimburse each indemnified person upon demand for any legal or other expenses
incurred in connection with investigating or defending any of the foregoing,
provided that the foregoing indemnity will not, as to any indemnified person,
apply to losses, claims, damages, liabilities or related expenses to the extent
they are found by a final, non-appealable judgment of a court to arise from the
willful misconduct or gross negligence of such indemnified person, and (b) to
reimburse KeyBank and its affiliates on demand for all out-of-pocket expenses
(including due diligence expenses, syndication expenses, consultant's fees and
expenses, travel expenses, and reasonable fees, charges and disbursements of
counsel) incurred in connection with the Senior Facilities and any related
documentation (including this Commitment Letter and the definitive financing
documentation) or the administration, amendment, modification or waiver thereof.
No indemnified person shall be liable for any damages arising from the use by
others of Information or other materials obtained through electronic,
telecommunications or other information transmission systems or for any special,
indirect, consequential or punitive damages in connection with the Senior
Facilities.

            You acknowledge that KeyBank and its affiliates (the term "KeyBank"
as used below in this paragraph being understood to include such affiliates) may
be providing debt financing, equity capital or other services (including
financial advisory services) to other companies in respect of which you may have
conflicting interests regarding the transactions described herein and otherwise.
KeyBank will not use confidential information obtained from you by virtue of the
transactions contemplated by this Commitment Letter or its other relationships
with you in connection with the performance by KeyBank of services for other
companies, and KeyBank will not furnish any such information to other companies.
You also acknowledge that KeyBank has no obligation to use in connection with
the transactions contemplated by this Commitment Letter, or to furnish to you,
confidential information obtained from other companies.

            This Commitment Letter shall not be assignable by you to any third
party except the Company without the prior written consent of KeyBank (and any
purported assignment without such consent shall be null and void), is intended
to be solely for the benefit of the parties hereto and is not intended to confer
any benefits upon, or create any rights in favor of, any person other than the
parties hereto. This Commitment Letter may not be amended or waived except by an
instrument in writing signed by you and KeyBank. This Commitment Letter may be
executed in any number of counterparts, each of which shall be an original, and
all of which, when taken together, shall constitute one agreement. Delivery of
an executed signature page of this Commitment Letter by facsimile transmission
shall be effective as delivery of a manually executed counterpart hereof. This
Commitment Letter is the only agreement that has been entered into among us with
respect to the Senior Facilities and sets forth the entire understanding of the
parties with respect thereto. This Commitment Letter shall be governed by, and
construed in accordance with, the laws of the State of New York.

<PAGE>

            This Commitment Letter is delivered to you on the understanding that
neither this Commitment Letter, the Senior Facilities Term Sheet nor any of
their terms or substance shall be disclosed, directly or indirectly, to any
other person except (a) to the officers, agents and advisors of the Company or
GBCA who are directly involved in the consideration of this matter or (b) as may
be compelled in a judicial or administrative proceeding or as otherwise required
by law (in which case you agree to inform us promptly thereof), provided, that
the foregoing restrictions shall cease to apply after this Commitment Letter has
been accepted by you.

            The compensation, reimbursement, indemnification and confidentiality
provisions contained herein shall remain in full force and effect regardless of
whether definitive financing documentation shall be executed and delivered and
notwithstanding the termination of this Commitment Letter or KeyBank's
commitment hereunder, provided, that your obligations under this Commitment
Letter (other than (i) provisions relating to titles awarded in connection with
the Senior Facilities and assistance to be provided by you in connection with
the syndication thereof and (ii) the confidentiality provisions set forth above)
shall automatically terminate and be superseded by the provisions of the
definitive documentation relating to the Senior Facilities upon the initial
funding thereunder, and you shall automatically be released from all liability
in connection therewith at such time.

            If the foregoing correctly sets forth our agreement, please indicate
your acceptance of the terms hereof and of the Senior Facilities Term Sheet by
returning to us executed counterparts hereof. This offer will automatically
expire at 5:00 p.m., New York City time, on August 8, 2000 in the event we have
not received such executed counterparts in accordance with the second preceding
sentence prior to such time.

            We are pleased to have been given the opportunity to assist you in
connection with this important financing.

                                        Very truly yours,

                                        KEYBANK NATIONAL ASSOCIATION


                                        By: /s/ Michael J. Coutler
                                           -------------------------------------
                                           Name: Michael J. Coulter
                                           Title: Senior Vice President

Accepted and agreed to as of the date first above written:

GBC ACQUISITION CORP.


By: /s/ David Gussack
  ------------------------------
   Name: David Gussack
   Title: President

<PAGE>

                                                                      SCHEDULE I

                             SOURCES AND USES TABLE

Sources:

      Term Loan                                                     $9,000,000
                                                                    ----------

            Total Sources:                                          $9,000,000
                                                                    ==========

Uses:

      Purchase of all publicly held common stock outstanding
      and associated fees and expenses not to exceed
      $2,500,000 and (to the extent available) for general
      corporate purposes                                            $9,000,000
                                                                    ----------

            Total Uses                                              $9,000,000
                                                                    ==========

<PAGE>

                                                                      SCHEDULE 2

                    GENERAL BEARING CORPORATION STOCKHOLDERS
                                  (POST-MERGER)

Atwell & Co. c/o Chase Manhattan Bank (Estate of Harold S. Geneen)
Jonathan Baruc
Rebecca Baruc
Robert Baruc
Siri Baruc
Adam Bellin
Sophie Rose Bellin
Jessica L. Corsino
Amy Gussack
David L. Gussack
Faith Gussack
Lisa Gussack
Natasha Eve Gussack
Nina Gussack
Seymour I. Gussack
Wendy Gussack
Linda M. Herrera
Joseph J.C. Hoo
Kermit Moyer
Allan Septimus
Allan Stein
Benjamin Stein
Daniel Stein

<PAGE>

                                    Exhibit A
                              GBC ACQUISITION CORP.        KeyBank
                                                           One Washington Center
                                                           5th Floor
                          $30,000,000 SENIOR FACILITIES    Newburgh, NY  12550
                        Statement of Terms and Conditions

Borrowers:                    GBC Acquisition Corp., a Delaware corporation
                              ("GBCA"), and, upon consummation of the Merger,
                              General Bearing Corporation, a Delaware
                              corporation (the "Company"; together with GBCA,
                              the "Borrowers").

Guarantors:                   All Domestic Subsidiaries of the Company, except
                              WMW Machinery Co., Inc.

Administrative Agent:         KeyBank National Association ("KeyBank"), in its
                              role as Administrative Agent for the Facilities
                              (the "Agent").

Purpose:                      To provide financing for working capital and
                              general corporate purposes, as well as to finance
                              the Transaction.

Facilities and Amounts:       (a) Secured revolving line of credit (the
                              "Revolver") in the amount of $21,000,000 and, (b)
                              secured term loan in the amount of $9,000,000 (the
                              "Term Loan"), (together with the Revolver, the
                              "Facilities").

Closing Date:                 The date which is within 120 calendar days of the
                              execution and delivery of the Commitment Letter by
                              GBCA.

<PAGE>

                                    REVOLVER

Purpose:                      The Revolver will be used: (i) to fund the working
                              capital requirements of the Borrowers and their
                              respective subsidiaries; and (ii) for general
                              corporate purposes of the Borrowers and their
                              respective subsidiaries.

Term:                         The Revolver will have a term of no longer than
                              three years from the Closing Date.

Facility Amortization:        None.

Interest Rate:                LIBOR and ABR plus the Applicable Margin set forth
                              on the Pricing Grid attached hereto.

Commitment Fee:               The applicable rate per annum on the unused
                              portion of the Revolver, payable quarterly in
                              arrears as set forth on the Pricing Grid attached
                              hereto.

Collateral:                   See "Collateral" under "General Terms and
                              Conditions".

                                    TERM LOAN

Purpose:                      The Term Loan will be used to finance the
                              Transaction and for general corporate purposes.

Term:                         The Term Loan will have a term of no longer than 7
                              years from the Closing Date.

Amortization:                 The Term Loan will amortize completely over a
                              period not to exceed 7 years from the Closing Date
                              as follows:

                                            Year                Amount
                                            ----                ------

                                             1                  $900,000
                                             2                  $900,000
                                             3                  $900,000
                                             4                  $900,000
                                             5                  $900,000
                                             6                  $900,000
                                             7                $3,600,000

<PAGE>

                              The term Loan will be repayable in monthly
                              installments in arrears in an amount equal to
                              $75,000 with the outstanding balance to be repaid
                              on the seventh anniversary of the Closing Date.

Interest Rate:                LIBOR plus 190 basis points.

Hedging:                      KeyBank will require the Borrowers to purchase an
                              interest rate hedge instrument for 100% of the
                              Term Loan outstanding.

Security:                     See "Collateral" under "General Terms and
                              Conditions".

                          GENERAL TERMS AND CONDiTIONS

Mandatory and Optional        Mandatory prepayments shall be on substantially
Prepayments:                  the same terms as the Existing Credit Agreement
                              (as defined in the Commitment Letter). Such
                              amounts will be applied first to prepay the Term
                              Loan (in the inverse order of maturity) and then
                              to reduce the amount available under the Revolver.
                              Optional prepayments may be made by the Borrower
                              at any time without premium or penalty.

Collateral:                   The Facilities will be secured by a valid and
                              perfected first priority security interest in
                              substantially all assets of the Company and its
                              Domestic Subsidiaries, except WMW Machinery Co.,
                              Inc., including without limitation, all
                              receivables, accounts, inventories, patents,
                              trademarks, copyrights, other intangibles,
                              equipment and real property (including leasehold
                              interests), whether now owned or acquired in the
                              future. The Facilities will also be secured by
                              pledges of 100% of the Borrower's capital stock in
                              all of its Domestic Subsidiaries.

Interest Payments:            On substantially the same terms as the Existing
                              Credit Agreement.

Reporting Requirements:       On substantially the same terms as the Existing
                              Credit Agreement.

Loan Documentation:           The Facilities will be subject to the terms and
                              conditions set forth in an amendment and
                              restatement of the Existing Credit Agreement (the
                              "Amended and Restated Credit Agreement"), related
                              security agreements, guarantees, pledge
                              agreements, and mortgages (including leasehold
                              mortgages) if requested, and other documents as
                              deemed necessary by Agent.

Covenants:                    Substantially the same as the Existing Credit
                              Agreement. In addition, the Borrowers will agree
                              to cause the Merger to become effective at the
                              earliest practicable date and in any event not
                              later than 30 days after the Closing Date.

<PAGE>

Events of Default:            Substantially the same as the Existing Credit
                              Agreement.

Conditions Precedent:         Conditions precedent to closing to include,
                              without limitation:

                              1)     GBCA and the Company shall have entered
                                     into a Merger agreement (the "Merger
                                     Agreement"), which shall be reasonably
                                     satisfactory in all material respects to
                                     the Agent.
                              2)     The Merger shall have been approved by
                                     all necessary corporate action of GBCA and
                                     the Company (including approval by the
                                     Company's shareholders, if required), and
                                     the Merger Agreement shall not have been
                                     amended, waived or modified in any material
                                     respect without the approval of the Agent.
                              3)     There shall not have occurred or exist
                                     any breach or default under the Merger
                                     Agreement (including without limitation,
                                     the failure of any representation and
                                     warranty of the Company to be true and
                                     correct) that would cause a condition to
                                     the Transaction or to the obligation of any
                                     party thereto to effect the Merger not to
                                     be satisfied. The representations and
                                     warranties contained in the definitive loan
                                     documentation shall be true and correct in
                                     all material respects.
                              4)     All conditions precedent to the
                                     consummation of the Transaction shall have
                                     been satisfied or waived with the approval
                                     of the Agent.
                              6)     Execution and delivery of definitive
                                     loan documentation and customary closing
                                     documents (including, without limitation,
                                     resolutions, certificates and opinions)
                                     reasonably acceptable to the Agent.
                              7)     Absence of any pending or threatened
                                     action, investigation or proceeding which
                                     would reasonably be expected to have a
                                     material adverse effect on the assets,
                                     properties, business, results of
                                     operations, condition (financial or
                                     otherwise) or prospects of the Company and
                                     its subsidiaries taken as a whole, or which
                                     would reasonably be expected to restrain,
                                     prevent or impose material adverse
                                     conditions upon the Transaction, thc
                                     operations or business of the Company or
                                     its subsidiaries or the facilities.
                              8)     The Agent shall be reasonably satisfied
                                     with (i) the capital and ownership
                                     structure of the Company, GBCA and each of
                                     the Guarantors, including without
                                     limitation, the charter and bylaws of the
                                     Company, GBCA and each such Guarantor and
                                     each agreement or instrument relating
                                     thereto and (ii) the amount, tenor and
                                     other terms and conditions of all other
                                     equity and debt financings required in
                                     connection with the Transaction.
                              9)     The fees and expenses of the Agent
                                     (including the fees and expenses of counsel
                                     for the Agent) shall have been paid in
                                     full.
                             10)     All loans made under the Facilities
                                     shall be in full compliance with the
                                     Federal Reserve Board's Margin Regulations.

<PAGE>

Required Lenders:              Required Lenders as in the Existing Credit
                               Agreement.

Agent's Counsel:               Jones, Day, Reavis & Pogue, with local counsel as
                               necessary depending on the location of any real
                               property collateral.

Indemnities:                   Substantially the same as the Existing Credit
                               Agreement.

Representations & Warranties:  Substantially the same as the Existing Credit
                               Agreement.

Expenses:                      On substantially the same terms as the Existing
                               Credit Agreement.

Assignments and Participants:  On substantially the same terms as the Existing
                               Credit Agreement.

Taxes, Reserve Requirements
and Indemnities:               On substantially the same terms as the Existing
                               Credit Agreement.

Governing Law:                 State of New York

<PAGE>

                                                                         ANNEX A

                                  PRICING GRID

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
                                                Applicable Margin
                                               for Revolving Loans
                                      -------------------------------------
                                                                Revolving      Applicable
    Consolidated Funded Debt          Eurodollar     ABR     Commitment Fee    Margin for
             Ratio                       Loans      Loans         Rates          Bankers
                                                                               Acceptances
------------------------------------------------------------------------------------------
<S>                                      <C>        <C>           <C>             <C>
less than or equal to 1.75 to 1          1.00%      0.00%         0.125%          1.00%
------------------------------------------------------------------------------------------

  greater than 1.75 to 1 and
less than or equal to 2.25 to 1          1.25%      0.25%         0.125%          1.25%
------------------------------------------------------------------------------------------

  greater than 2.25 to 1 and
less than or equal to 2.75 to 1          1.50%      0.50%          0.25%          1.50%
------------------------------------------------------------------------------------------

greater than 2.75 to 1 and
less than or equal to 3.00               1.75%      0.75%          0.25%          1.75%
------------------------------------------------------------------------------------------

       greater than 3.00                 2.00%      1.00%          0.25%          2.00%
------------------------------------------------------------------------------------------
</TABLE>

If any financial statements are not delivered within the time periods specified
in the Amended and Restated Credit Agreement then, until such financial
statements are delivered, the Consolidated Funded Debt Ratio as at the end of
the fiscal period that would have been covered thereby shall for the purposes of
this definition be deemed to be greater than 3.50 to 1.0. In addition, at all
times while an Event of Default shall have occurred and be continuing, the
Consolidated Funded Debt Ratio shall for the purposes of this definition be
deemed to be greater than 3.50 to 1.0. Each determination of the Consolidated
Funded Debt Ratio pursuant to this Pricing Grid shall be made with respect to
(or, in the case of Consolidated Funded Debt, as at the end of) the period of
four consecutive Fiscal Quarters of the Company ending at the end of the period
covered by the relevant financial statements except to the extent otherwise
provided in the Amended and Restated Credit Agreement.

<PAGE>

                          KEYBANK NATIONAL ASSOCIATION
                                  KeyBank Plaza
                              One Washington Center
                            Newburgh, New York 12550

                                December 29, 2000

GBC Acquisition Corp.
44 High Street
West Nyack, New York 10994

Attention: David Gussack, President

                        Re: Senior Facilities Commitment Letter

Ladies and Gentlemen:

            Reference is hereby made to that certain Commitment Letter, dated
August 1, 2000 (the "Commitment Letter"), between GBC Acquisition Corp. and
KeyBank National Association ("KeyBank").

            Notwithstanding anything to the contrary set forth in the Commitment
Letter, we hereby agree to extend the Closing Date set forth in Exhibit A to the
Commitment Letter to the date which is 90 days from date of this letter (the
"Closing Date Extension").

            In consideration of the Closing Date Extension, you hereby agree to
pay to KeyBank a portion of the $175,000 underwriting fee set forth in the
Commitment Letter in an amount equal to $25,000, due and payable on the date
hereof.

<PAGE>

            If the foregoing correctly sets forth our agreement, please indicate
your acceptance of the terms hereof by returning to us executed counterparts
hereof.

                                        Very truly yours,

                                        KEYBANK NATIONAL ASSOCIATION


                                        By: /s/ Michael J. Coulter
                                            ------------------------------------
                                              Name:  Michael J. Coulter
                                              Title: Senior Vice President

Accepted and agreed to as of the date first above written:

GBC ACQUISITION CORP.


By: /s/ David Gussack
    -----------------------------------
     Name: David Gussack
     Title: President

</TEXT>
</DOCUMENT>
</SUBMISSION>
