                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
--------------------------------------------------------------------------------

                            SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

                           Filed by the Registrant |X|
                 Filed by a Party other than the Registrant |_|

Check the appropriate box:

|_|   Preliminary Proxy Statement         |X|  Definitive Proxy Statement
|_|   Definitive Additional Materials     |_|  Soliciting Materials Pursuant to
|_|   Confidential, for use of the Commission  ss.240.14a-11(c) or ss.240.14a-12
      Only (as permitted by Rule 14a-6(e)(2))

                           General Bearing Corporation
       -------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)

       -------------------------------------------------------------------
       (Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

|X|   No fee required.

|_|   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

      1)    Title of each class of securities to which transaction applies:_____

      2)    Aggregate number of securities to which transaction applies:________

      3)    Per unit price or other underlying value of transaction computed
            pursuant to Exchange Act Rule 0-11 (Set forth amount on which the
            filing fee is calculated and state how it was determined):
            ____________________________________________________________________

      4)    Proposed maximum aggregate value of transaction:____________________

      5)    Total fee paid:_____________________________________________________

|_|   Fee paid previously with preliminary materials.

|_|   Check box if any part of the fee is offset as provided by Exchange Act
      Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
      paid previously. Identify the previous filing by registration statement
      number, or the Form or Schedule and the date of its filing.

      1)    Amount Previously Paid:_____________________________________________

      2)    Form, Schedule or Registration Statement No:________________________

      3)    Filing Party:_______________________________________________________

      4)    Date Filed:_________________________________________________________

<PAGE>

                           GENERAL BEARING CORPORATION

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD ON AUGUST 9, 2002

To the Stockholders of General Bearing Corporation:

      NOTICE IS HEREBY GIVEN that the 2002 Annual Meeting of Stockholders (the
"Meeting") of GENERAL BEARING CORPORATION, a Delaware corporation (the
"Company"), will be held on Friday, August 9, 2002 at 10:00 a.m., local time, at
the Company's principal executive offices at 44 High Street, West Nyack, New
York 10994 to consider and act upon the following:

      1. The election of seven directors to serve until the 2003 Annual Meeting
of Stockholders or until their successors have been duly elected and qualified;

      2. The ratification of the appointment of Urbach Kahn & Werlin LLP as
independent auditors of the Company and its subsidiaries for the fiscal year
ending December 28, 2002; and

      3. The transaction of such other business as may properly come before the
Meeting and at any adjournment or adjournments thereof.

      Only holders of record of the Company's common stock, par value $.01 per
share, at the close of business on June 14, 2002, which has been fixed as the
record date for the Meeting, shall be entitled to notice of, and to vote at, the
Meeting and any adjournment or adjournments thereof.

      Stockholders are cordially invited to attend the Meeting in person.
Whether or not you plan to attend the Meeting, please sign and date the enclosed
proxy card and mail it promptly in the enclosed envelope to ensure that your
shares are represented at the Meeting. Stockholders who attend the Meeting may
vote their shares personally, even though they have sent in their proxies.

                                        By Order of the Board of Directors

                                        David L. Gussack
                                        President

July 1, 2002

<PAGE>

                                    IMPORTANT

THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER
REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF- ADDRESSED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE
UNITED STATES.

<PAGE>

                           GENERAL BEARING CORPORATION

                                 PROXY STATEMENT
                       2002 Annual Meeting of Stockholders
                                 August 9, 2002

                                     GENERAL

      This Proxy Statement (the "Proxy Statement") is furnished in connection
with the solicitation of proxies by the Board of Directors of GENERAL BEARING
CORPORATION, a Delaware corporation (the "Company"), to be voted at the 2002
Annual Meeting of Stockholders of the Company (the "Meeting") which will be held
at the Company's principal executive offices at 44 High Street, West Nyack, New
York 10994, on August 9, 2002, at 10:00 a.m., local time, and at any adjournment
or adjournments thereof, for the purposes set forth in the accompanying Notice
of Annual Meeting of Stockholders and in this Proxy Statement.

      The principal executive offices of the Company are located at 44 High
Street, West Nyack, New York 10994. The approximate date on which this Proxy
Statement and accompanying Proxy will first be sent or given to stockholders is
July 1, 2002.

                       VOTING SECURITIES AND VOTE REQUIRED

      Stockholders of record as of the close of business on June 14, 2002 (the
"Record Date") will be entitled to notice of, and to vote at, the Meeting and at
any adjournment or adjournments thereof. On the Record Date, there were
3,900,880 shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), outstanding. There was no other class of voting securities of
the Company outstanding on such date. Each holder of Common Stock is entitled to
one vote for each share held by such holder. The presence, in person or by
proxy, of the holders of a majority of the shares of Common Stock of the
Corporation issued and outstanding and entitled to vote is necessary to
constitute a quorum at the Meeting. The election of directors of the Company and
the ratification of the appointment of the Company's auditors require the
affirmative vote of a majority of the outstanding shares of Common Stock voting
at the Meeting or at any adjournment or adjournments thereof.

      Under the rules promulgated by the Securities and Exchange Commission,
boxes and a designated blank space are provided on the proxy card for
stockholders to mark if they wish to withhold authority to vote for any one or
more of the seven nominees for directors. Votes withheld in connection with the
election of any one or more of the seven of the nominees for directors will be
counted as votes cast against such individuals and will be counted toward the
presence of a quorum for the transaction of business at the Meeting. If no
direction is indicated, the proxy will be voted for the election of the nominees
for directors. Under the rules of the National Association of Securities
Dealers, Inc., a broker "non-vote" has no effect on the outcome of the election
of directors or the establishment of a quorum for such election. The form of
proxy does not provide for abstentions with respect to the election of
directors; however, a stockholder present at the Meeting may abstain with
respect to such election. The treatment of abstentions and broker "non-votes"
with respect to the election of directors is consistent with applicable Delaware
law and the Company's By-Laws. Abstentions are counted in tabulations of the
votes cast on proposals presented to the stockholders and have the same legal
effect as a vote against a particular proposal


                                       -1-
<PAGE>

(other than the election of directors). Broker "non-votes" are not taken into
account for purposes of determining whether a proposal has been approved by the
requisite stockholder vote.

                                VOTING OF PROXIES

      A Proxy, in the accompanying form, which is properly executed, duly
returned to the Company and not revoked will be voted in accordance with the
instructions contained therein. If no specification is indicated on the Proxy,
the shares represented thereby will be voted (i) FOR the election of the seven
nominees as directors; (ii) FOR ratification of the appointment of the Company's
auditors; and (iii) in accordance with the judgment of the person or persons
voting the proxies on any other matter that may be properly brought before the
Meeting or any adjournment or adjournments thereof. Each such Proxy granted may
be revoked at any time thereafter by execution and delivery of a subsequent
Proxy or by attendance and voting in person at the Meeting, except as to any
matter or matters upon which, prior to such revocation, a vote shall have been
cast pursuant to the authority conferred by such Proxy.

                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                 AND MANAGEMENT

      The following table sets forth, as of June 14, 2002, certain information
concerning the beneficial ownership of Common Stock as to each director and
current executive officer of the Company, and each person who, to the Company's
knowledge, beneficially owns more than 5% of the outstanding Common Stock of the
Company. Unless otherwise indicated, each of the named individuals has sole
voting and investment power with respect to the shares shown.

                                        NUMBER OF
                                        SHARES
NAME AND ADDRESS OF                     BENEFICIALLY     PERCENTAGE OF SHARES
BENEFICIAL OWNER                        OWNED (1)(7)     BENEFICIALLY OWNED (1)
----------------                        -------------    -----------------------

David L. Gussack                        726,250 (2,3)        18.0%

Estate of Harold Geneen                 615,284              15.8%

Nina M. Gussack                         617,472 (2,4)        15.8%

Seymour I. Gussack                      345,186 (2)           8.8%

Amy Gussack                             380,970 (2,5)         9.8%

Robert E. Baruc                         360,578 (2,6)         9.2%

Joseph J. Hoo                            80,829               2.1%

William F. Kurtz                         13,250                 *

July 1, 2002


                                        -2-
<PAGE>

Barry A. Morris                          12,250                 *

Peter Barotz                              9,000                 *

Alistair G. Crannis                       9,250                 *

Barbara M. Henagan                        9,750                 *

All Directors and Executive
 Officers as a Group                  2,163,815              52.8%

* Less than 1%

(1) Pursuant to Rule 13d-3 under the U.S. Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the voting) and/or sole or shared
investment power (including the power to dispose or direct the disposition) with
respect to a security whether through a contract, arrangement, understanding,
relationship or otherwise.

(2) Includes 5,000 shares of Common Stock owned by Gussack Realty Company
("Realty") over which Seymour I. Gussack, David L. Gussack, Nina M. Gussack, Amy
Gussack and Robert E. Baruc, through his spouse Faith Gussack, as general
partners of Realty, may be deemed to share the power to vote and dispose of.
Each disclaims beneficial ownership of the shares of Common Stock owned by
Realty.

(3) Includes 13,080 shares owned by his spouse, 4,076 shares owned by his
spouse's daughter, over which his spouse has voting power and 8,978 shares owned
by his daughter, over which he has voting power.

(4) Includes 13,280 shares owned by her spouse and 9,752 shares owned by her
children over which she has voting power.

(5) Includes 13,080 shares owned by her spouse.

(6) Includes 304,664 shares owned by his spouse and 22,032 shares owned by his
children over which he has voting power.

(7) Includes maximum number of shares subject to purchase before August 12,
2002, upon the exercise of stock options as follows: David L. Gussack 125,000;
Nina M. Gussack 5,000; Seymour I. Gussack 5,000; Robert E. Baruc 5,000; Joseph
J. Hoo 17,250; William F. Kurtz 13,050, Barry A. Morris 11,250; Peter Barotz
5,000; Alistair G. Crannis 9,250; and Barbara M. Henagan 3,750.

July 1, 2002


                                       -3-
<PAGE>

                                   PROPOSAL I

                              ELECTION OF DIRECTORS

      A total of seven (7) directors are to be elected at the Meeting by the
holders of the Common Stock to serve until the 2002 Annual Meeting of
Stockholders or until their successors have been elected and qualified.
Presently, the Directors are Seymour I. Gussack, David L. Gussack, Barbara M.
Henagan, Robert E. Baruc, Peter Barotz, Nina M. Gussack and Fred Groveman and
their terms expire at the Meeting. The Board of Directors recommends the
re-election of all of the seven current Directors as new Directors to serve
until the 2003 Annual Meeting of Stockholders or until their successors have
been elected and qualified. Should any of the nominees not remain a candidate
for election at the date of the Meeting (which contingency is not now
contemplated or foreseen by the Board of Directors), proxies solicited
thereunder will be voted in favor of those nominees who do remain candidates and
may be voted for substitute nominees selected by the Board of Directors.
Assuming a quorum is present, a vote of a majority of the shares present, in
person or by proxy, at the Meeting is required to elect each of the nominees as
a director in accordance with the Company's By-Laws.

      In 2001 there were four (4) meetings of the Board of Directors of the
Company. The Compensation/Stock Option Committee met once during that period and
acted once by written resolution. The Audit Committee of the Board of Directors
met once and acted once by written resolution in 2001. All directors attended
75% or more of the meetings of the Board of Directors.

        The directors and executive officers of the Company are as follows:

    NAME               AGE     POSITION
    ----               ---     --------

   Seymour I. Gussack...78     Chairman of the Board of Directors
   David L. Gussack.....45     President and Director
   Robert E. Baruc......50     Director
   Peter Barotz.........74     Director
   Nina M. Gussack......46     Director
   Barbara M. Henagan...43     Director
   Fred Groveman........65     Director
   Alistair G. Crannis..54     Vice President - Sales & Marketing
   Corby W. Self........45     Vice President - Ball & Roller Operations
   William F. Kurtz.....44     Vice President - Director of Operations
   Joseph J. Hoo........67     Vice President - Advanced Technology and China
                               Affairs
   Barry A. Morris......47     Chief Financial Officer
   John E. Stein, Esq...46     Secretary & General Counsel

      Set forth below is certain additional information with respect to the
Directors, and executive officers.

      SEYMOUR I. GUSSACK founded the Company in 1958 and has served as Chairman
of the

July 1, 2002


                                       -4-
<PAGE>

Board of Directors and a Director of General Bearing since its formation.
Seymour I. Gussack is also the Chairman of the Board of Directors and a Director
of World Machinery Company ("World")and a partner of Realty. See "Certain
Relationships and Related Transactions". Seymour I. Gussack's son is David L.
Gussack, President of the Company and a Director. Seymour I. Gussack is also the
father of Nina M. Gussack, Director.

      DAVID L. GUSSACK became President of the Company in 1993 and has been a
Director of the Company since 1987. David L. Gussack has held various positions
with the Company since 1979, including Executive Vice President from 1991 to
1992, General Manager of the OEM Division from 1988 to 1990, Supervisor and
Coordinator, Hyatt Absorption Project from 1987 to 1988, Plant Manager from 1986
to 1987, Office Facilities Manager from 1985 to 1986, and Manager of Special
Projects from 1983 to 1985. David L. Gussack is a Director of Shanghai General
Bearing Co., Ltd. ("SGBC") and Ningbo General Bearing Co., Ltd. ("NGBC") . He
also is a Director of World and a partner of Realty. See "Certain Relationships
and Related Transactions." David L. Gussack is a graduate of the University of
Pennsylvania. David L. Gussack's father is Seymour I. Gussack, Chairman of the
Board of Directors of the Company and David L. Gussack is the brother of Nina M.
Gussack, Director.

      ALISTAIR G. CRANNIS has served as Vice President - Sales & Marketing since
June 1999. Mr. Crannis was General Manager - OEM Division of the Company from
January 1997 to June 1999. Prior to joining the Company, Mr. Crannis served as
President of RHP Bearings, Inc., the U.S. Subsidiary of RHP Bearing Ltd. United
Kingdom. He holds a B.S. Industrial Engineering Degree from the University of
Hartfordshire in England.

      WILLIAM F. KURTZ has served as Vice President - Director of Operations
since 1997. He served as Vice President - Technical Services of the Company from
1993 to 1997. Mr. Kurtz was Chief Engineer of the Company from 1989 to 1993 and
Senior Project Engineer of the Company from 1988 to 1989. He is a graduate of
Manhattan College (B.E. and M.E. in Mechanical Engineering) and a licensed
professional engineer.

      JOSEPH J. HOO has served as Vice President - Advanced Technology and China
Affairs of the Company since August 1995. Mr. Hoo served as General Manager,
Industrial Products Division, from 1991 to 1995 and as Chief Metallurgist from
1987 to 1991. Mr. Hoo is a graduate of the National University of Japan (B.S. in
Engineering) and University of Michigan (M.S.E. in Metallurgy and Engineering).

      BARRY A. MORRIS was appointed Chief Financial Officer of the Company in
July 1998. Prior to joining the Company, Mr. Morris served as Director of
Financial Services at the U.S. headquarters of BTR, plc, United Kingdom. He
holds a Master of Business Administration from the University of Connecticut and
a B.S. in Accounting from American International College.

      CORBY W. SELF has served as Vice President - Ball & Roller Operations
since January 2002. Prior to his appointment, Mr. Self spent eleven years at NN
Inc., a manufacturer of precision steel balls and rollers. There he progressed
from Quality Management to Operations Management, with full responsibility for
four plants. His early experience included quality management positions with
Eaton Corporation and CMI Corporation. Mr. Self obtained a BS in Computer
Science / Management from Johnson and Wales University in 1984.

      JOHN E. STEIN has served as Secretary and General Counsel since July 1998.
From February 1997 to June 1998, he served as General Counsel. From April 1995
to January 1997, Mr. Stein served as Staff Counsel to the Company. Mr. Stein is
a graduate of the State University of New

July 1, 2002


                                       -5-
<PAGE>

York, Purchase, (B.A. in Philosophy) and Brooklyn Law School (J.D.). He is a
member of the bars of New York, New Jersey and District of Columbia.

      ROBERT E. BARUC has been a Director of the Company since February 1997.
From August 2001 to present Mr. Baruc has been President of Screen Media Films,
a feature film acquisition and marketing company, which distributes to the U.S.
home video market through Universal Studios Home Entertainment. From August 1993
to December 2000 Mr. Baruc was President and CEO of A-Pix Entertainment an
independent distributor of film and television programming. He was also
Executive Vice President from 1994 to 1998 and Co-President from 1999 to 2000 of
A-Pix's parent company Unapix Entertainment Inc. Mr. Baruc was President of two
other home video distribution companies, Triboro Entertainment from 1992 to 1993
and Academy Entertainment from 1986 to 1991. He is the son-in-law of Seymour I.
Gussack and the brother-in-law of David L. Gussack and Nina M. Gussack.

      PETER BAROTZ has been a Director of the Company since December 30, 1997.
For the past 25 years, Mr. Barotz has been the President of Panda Capital
Corporation.

      NINA M. GUSSACK has been a Director of the Company since February 1997.
Ms. Gussack has been litigation partner at the law firm of Pepper Hamilton LLP
in Philadelphia, Pennsylvania since 1987. She is a graduate of the University of
Pennsylvania (B.S. in History and M.S. in Secondary Education) and Villanova
University School of Law (J.D.). She is a member of the Pennsylvania bar. She is
the daughter of Seymour I. Gussack and the sister of David L. Gussack.

      BARBARA M. HENAGAN was elected a Director of the Company on March 30,
1999. Ms. Henagan is presently Managing Director of Linx Partners. Previously
Ms. Henagan was Senior Managing Director of Bradford Ventures Ltd. She is also a
Director of Hampton Industries, V-Span, Inc. and Batteries Batteries, Inc. Ms.
Henagan is a graduate of Princeton University and Columbia University's MBA
program.

      FRED GROVEMAN was elected a Director of the Company on April 4, 2002. Mr.
Groveman, a CPA, is currently a partner in FB & Co., LLP Financial Advisors and
Consultants, located in New York City. From 1958 to 1998 Mr. Groveman was
associated with Ferro Berdon & Co., CPA's and Consultants and was the Managing
Partner of that firm for over 20 years.

      Directors hold office until the next annual meeting of stockholders
following their election, or until their successors are elected and qualified.
Officers are elected annually by the Board of Directors and serve at the
discretion of the Board of Directors.

      The standing committees of the Board of Directors are the Audit Committee,
the Compensation/ Stock Option Committee and the Insider Trading Compliance
Committee.

      The Audit Committee of the Board of Directors consists of three
non-employee directors, Peter Barotz, Fred Groveman and Barbara M. Henagan.
Based on its charter, the Audit Committee is to review the outside auditor
designated by management and render to the Board any of the Committee's comments
and/or recommendations relating to such auditor; meet with the outside auditor
at least once per year to discuss any issues raised by the auditor and report
back to the Board for its consideration; hold at least one meeting per year;
submit the minutes of all meetings of the Audit Committee to, or discuss matters
discussed at each meeting with the Board; ensure receipt from the outside
auditor of a formal written statement delineating all relationships between the
auditor and the Company, consistent with Independence Standards Board Standard
1; actively engage in a dialogue with the outside auditor with respect to any
disclosed relationships or services

July 1, 2002


                                       -6-
<PAGE>

that may impact the objectivity and independence of the auditor; take, or
recommend that the Board take, appropriate action to oversee the independence of
the outside auditor; and review and assess the adequacy of the Audit Committee
charter on an annual basis.

      The Compensation/Stock Option Committee consists of Messrs. Peter Barotz
and Robert E. Baruc, the former of whom is an independent Director. The
Compensation/Stock Option Committee's function is to review and approve annual
salaries and bonuses for all employees with salaries in excess of $100,000, and
review, approve and recommend to the Board of Directors the terms and conditions
of all employee benefit plans or changes thereto and the granting of stock
options pursuant to the Company's 1996 Option Plan.

July 1, 2002


                                       -7-
<PAGE>

                           SUMMARY COMPENSATION TABLE

      The following table sets forth the aggregate compensation paid for
services rendered in all capacities to the Company's most highly compensated
executive officers during the fiscal year ended December 29, 2001:

<TABLE>
<CAPTION>
                                                 ANNUAL
                                             COMPENSATION(1)       LONG-TERM COMPENSATION
-------------------------------------------------------------------------------------------------
                                                                        Restricted
Name and                         Fiscal   Salary $   Bonus $   Stock      Stock        All Other
Principal Position                Year                         Awards    Options#    Compensation
-------------------------------------------------------------------------------------------------
<S>                               <C>     <C>        <C>         <C>     <C>           <C>
David L. Gussack, President       2001    315,495    75,287      --      20,000         5,620(3)
                                  2000    307,789    62,213      --          --        25,000(4)
                                  1999    221,927    75,133      --      20,000(2)         --

Alistair G. Crannis, VP Sales     2001    147,231     7,133      --       5,000            --
    & Marketing                   2000    143,635    13,825      --          --            --
                                  1999    133,356    19,401      --      10,000(2)         --

Barry A. Morris, Chief            2001    126,198     6,115      --       5,000            --
    Financial Officer             2000    123,116    11,850      --          --            --
                                  1999    120,000    18,462      --      10,000(2)         --

Joseph J. Hoo, V.P                2001    131,456     6,370      --       5,000            --
    Advanced Technology           2000    128,281    12,345      --          --            --
    & China Affairs               1999    118,680    16,604      --       5,000(2)         --

William F. Kurtz, V.P             2001    112,304     5,442      --       5,000            --
   Director                       2000    104,817    12,078      --          --            --
   of Operations                  1999    101,694    15,341      --       5,000(2)         --
</TABLE>

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                                                            Number of         Value of
                                                           Securities     Unexercised In-the-
                                                           Underlying     Money Options at
                                                           Unexercised    December 29, 2001
                                                           Options at
                                                        December 29, 2001
                                                        ----------------- -------------------
                   Shares Acquired on
                       Exercise        Value Realized     Exercisable/       Exercisable/
       Name                #                  $           Unexercisable      Unexercisable
------------------ ------------------ ----------------- ----------------- -------------------
<S>                        <C>                <C>        <C>                      <C>
David L Gussack            0                  0          60,000 / 25,000          N/A
Alistair G. Crannis        0                  0           6,000 /  9,000          N/A
Barry A. Morris            0                  0           7,500 /  7,500          N/A
Joseph J. Hoo              0                  0          13,500 / 11,500          N/A
William F. Kurtz           0                  0           9,800 / 10,000          N/A
</TABLE>

July 1, 2002


                                      -8-
<PAGE>

Compensation of Directors

Standard Arrangements:

      All fees described herein are for non-management directors only.

      a.    Attendance fee - $1,000 for actual physical attendance or $500 if
            attendance is by telephone.

      b.    Committee fee - $500 fee per director unless the committee meets
            immediately before or after a board meeting in which case the fee
            will be $250. Fees will be halved for telephone attendance.

      c.    Stock grant - 2,000 shares per director per year will be issued at
            calendar year end for the year served. The intent of this specific
            quantity is to approximate $12,000 - $15,000 in value. It may be
            changed annually to reflect this goal.

      d.    Each member of the board shall receive an option for 5,000 shares
            (at the then market price) when joining the board.

Other Arrangements (1):

      In 2001, Seymour I. Gussack, Chairman of the Board of Directors, received
salary of $247,138, bonus of $71,975, other compensation of $5,620 (3) and was
granted 20,000 stock options. In 2002, he will receive salary and bonus as
approved by the Compensation/Stock Option Committee of the Board of Directors.

                                      Notes

(1)   Perquisites and other personal benefits are not included because they do
      not exceed the lesser of $50,000 or 10% of the total base salary and
      annual bonus for the named executive officer.

(2)   Repricing.

(3)   Board compensation: 2,000 shares at $2.81 per share, issued in 2002.

(4)   Board compensation: 4,000 shares at $6.25 per share, issued in 2001 (2,000
      shares earned in 1999 & 2,000 shares earned in 2000).

July 1, 2002


                                      -9-
<PAGE>

                  REPORT OF COMPENSATION/STOCK OPTION COMMITTEE
                             OF BOARD OF DIRECTORS
                 OF BOARD OF DIRECTORS/STOCK OPTION COMMITTEE

Role of the Committee

      The Compensation/Stock Option Committee of the Board of Directors (the
"Committee") is responsible for review and approval of (i) annual salaries and
bonuses for all employees with salaries in excess of $100,000 and (ii) all
grants of stock options under the Company's 1996 Stock Option and Performance
Award Plan. In 2001 the Committee consisted of two members: Peter Barotz and
Robert E. Baruc.

Compensation Policy

      The Committee embraces the policy that compensation should be designed to
encourage and reward management and employee efforts to achieve the Company's
business and financial objectives in order to create added value for
stockholders. Such a policy helps to achieve the Company's business and
financial objectives and also provides the incentive needed to attract and
retain well-qualified personnel. The Committee believes that an important
element of this policy is to increase compensation as an individual's level of
responsibility increases.

CEO Compensation

      In 2001, David L. Gussack, the Company's President, received compensation
consisting of a salary of $315,495, bonuses totaling $75,287 and 20,000 stock
options. See ""Summary Compensation Table. In addition, in 2002, Mr. Gussack
received two thousand shares of Company stock, for compensation as a Director
for the year 2001. The Committee believes the compensation paid to Mr. Gussack
during 2001 was suitable based upon his experience in the bearing industry, the
Company's performance, consideration of compensation paid to executives at other
companies of comparable size and also his increased role in the machine tool
division and increased responsibilities in connection with the Company's Chinese
joint ventures. In evaluating the Company's performance the committee
particularly focused on the Company's continuing profitability and market share
in 2001 compared to the general downturn in the economy.

The Compensation Committee:
Robert E. Baruc
Peter Barotz

The foregoing report shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934 (together, the "Acts"), except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under the Acts.

Compensation Committee Interlocks And Insider Participation

      Mr. Baruc is the son-in-law of Seymour I. Gussack and the brother-in-law
of David L. Gussack and Nina M. Gussack.

July 1, 2002


                                      -10-
<PAGE>

                             AUDIT COMMITTEE REPORT

      In accordance with a written charter adopted by the Board, the Audit
Committee assists the Board in fulfilling its responsibility for oversight of
the quality and integrity of the Company's financial reporting processes.
Management has the primary responsibility for the financial statements and the
reporting process, including the system of internal controls. The independent
auditors are responsible for performing an independent audit of the Company's
consolidated financial statements in accordance with generally accepted auditing
standards and for issuing a report thereon.

      In this context, the Audit Committee has met and held discussions with
management and the independent auditors. Management represented to the Audit
Committee that the Company's consolidated financial statements were prepared in
accordance with generally accepted accounting principles, and the Audit
Committee has reviewed and discussed the consolidated financial statements with
management and the independent auditors. The Audit Committee discussed with the
independent auditors matters required to be discussed by Statement on Auditing
Standards No. 61 (Communications with Audit Committees), as amended.

      In addition, the Audit Committee has discussed with the independent
auditors the auditors' independence from the Company and its management,
including the matters in the written disclosures required by the Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees).

      The Audit Committee discussed with the Company's independent auditors the
overall scope and plans for the audit. The Audit Committee met with the
independent auditors to discuss the results of their examinations, the
evaluations of the Company's internal controls and the overall quality of the
Company's accounting principles.

      In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board, and the Board has approved, that the audited
financial statements of the Company for accounting purposes, for the three years
ended December 29, 2001 be included in the Company's Annual Report on Form 10-K
for the period ended December 29, 2001 for filing with the Securities and
Exchange Commission. The Audit Committee also recommended to the Board, subject
to stockholder ratification, the selection of Urbach Kahn & Werlin, LLP as the
Company's independent accountants for 2001 and 2002, and the Board concurred in
its recommendation.

      Members of the Audit Committee
      Peter Barotz
      Fred Groveman
      Barbara M. Henagan

The foregoing report shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934 (together, the "Acts"), except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under the Acts.

July 1, 2002


                                      -11-
<PAGE>

                     COMPARISON OF TOTAL STOCKHOLDER RETURN

      The Company is required to include in this Proxy Statement a line-graph
presentation comparing cumulative shareholder returns with the Nasdaq Composite
Index and an index of peer group companies selected by the Company based on the
same industrial classification and similarity of products. The graph below sets
forth information on shareholder return for the period from February 10, 1997,
the date of the Company's initial public offering to December 28, 2001. The
graph includes lines showing returns for the peer group used this year ("Peer
Group Index"), as required by SEC rules

                COMPARISON OF 58 MONTH CULULATIVE TOTAL RETURN*
                       AMONG GENERAL BEARING CORPORATION,
                THE NASDAQ STOCK MARKET (U.S.) INDEX AND A PEER
                                     GROUP

 [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.]

3/97
9/97
3/98
9/98
3/99                    [DATA UNAVAILABLE]
9/99
3/00
9/00
3/01
9/01

                 * $100 Invested on 2/10/97 in stock or index-
                      including reinvestment of dividends.
                        Fiscal year ending December 31.

July 1, 2002


                                      -12-
<PAGE>


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

LEASES WITH REALTY

      The Company leases a facility located at West Nyack, New York comprising
189,833 square feet owned by Realty, whose partners include Seymour I. Gussack,
David L. Gussack and Nina M. Gussack, each a member of the Board of Directors of
the Company. The Company and Realty entered into the Lease effective November 1,
1996, which provides for an initial term expiring on October 31, 2003, renewable
at the option of the Company for an additional six year term. The Company
initially paid rent of $4.81 per square foot (or $913,000) annually, payable in
monthly rent payments of $76,000. The Lease provides for an increase every other
year to the greater of: (i) 106% of the preceding year's rent; or (ii) the
preceding year's rent multiplied by a fraction the numerator of which is the CPI
for the area including Rockland County or if no such index is published, for
Northern New Jersey in effect 90 days prior to November 1 of the new rent year
and the denominator of which is the CPI in effect 90 days prior to November 1 of
the preceding year. The November 1998 increase amounted to 6% of the preceding
year, resulting in rent of $5.0986 per square foot (or $968,000) annually
effective through October 31, 2000. The November 2000 increase also amounted to
6% of the preceding year, resulting in rent of $5.4045 per square foot (or
$1,026,000) annually effective through October 31, 2002.

TAX SHARING AGREEMENT

      The Company was included in the consolidated federal income tax returns
filed by World during all periods in which the Company was a wholly-owned
subsidiary of World ("Affiliation Years"). Upon the completion of the IPO, the
Company ceased to be included in the consolidated federal income tax returns
filed by World, and has filed on a separate basis. As a result, the Company and
World have entered into an agreement ("Tax Sharing Agreement") providing for the
manner of determining payments with respect to federal income tax liabilities
and benefits arising during the Affiliation Years. Under the Tax Sharing
Agreement, the Company has paid to World an amount equal to the Company's share
of World's consolidated federal income tax liability, generally determined on a
separate return basis, for the tax years which have ended and the portion of the
tax year preceding consummation of the IPO, and World will pay the Company for
the use of the Company's losses, and credits arising in such periods, in each
case net of any amounts theretofore paid or credited by World or the Company to
the other with respect thereto. Effective with the acquisition of World by the
Company, the Company will file a consolidated Federal income tax return.

XEROX LITIGATION

      From 1995 through May 2001, the Company and Realty were plaintiffs and
counterclaim defendants in an action against Xerox for contamination to real
property owned by Realty and previously leased by the Company from Realty. The
action resulted in a judgment against Xerox for $1,111,483 (including sanctions
awarded of $27,898) which, together with interest of $883,048 amounted to a
total recovery of $1,994,530. The jury rejected Xerox's counterclaim in its
entirety.

      Inasmuch as the judgment against Xerox was expressly for damage to
Realty's property, and Realty expended $2.5 million in both the prosecution of
Realty's and the Company's claims, and defense of Xerox's counterclaims against
Realty and the Company, on May 29, 2001, the Company and Realty entered into an
agreement whereby (i) the Company waived any interest in the judgment, (ii) the
Company agreed to reimburse Realty $763,387 over the next four years with

July 1, 2002


                                      -13-
<PAGE>

interest at 8.4% per annum from the date of the agreement, representing 30% of
the litigation costs in the action and (iii) Realty released the Company from
any further claims for indemnification for litigation expenses in connection
with the action. The reimbursement will be paid to Realty in the form of
additional rent payments by the Company of $18,780.17 per month for 48 months
beginning in June, 2001. As of December 29, 2001, the Company had charged
operations for the entire amount of the settlement and had paid $131,000 toward
this agreement.


STOCK REPURCHASE PROGRAM

      Pursuant to the Company's stock repurchase plan the Company has purchased
or agreed to purchase 45,500 shares of common stock from certain Officers and/or
Directors at the closing market price on the date of such purchase or agreement.


             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Fiscal Year 2001

      In 2001 David L. Gussack, Seymour I. Gussack, Nina M. Gussack and Robert
E. Baruc each filed a late form 5 for the fiscal year 2000, each reflecting a
single transaction.

July 1, 2002


                                      -14-
<PAGE>

                                   PROPOSAL II

               RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

      The Board of Directors of the Company, on the recommendation of the Audit
Committee, has appointed the firm of Urbach Kahn & Werlin LLP as independent
auditors of the Company to audit and report on its consolidated financial
statements for the fiscal year ending December 29, 2001 and has determined that
it would be desirable to request that the stockholders of the Company ratify
such appointment.

      Representatives of Urbach Kahn & Werlin LLP are expected to attend the
Meeting and will be available to respond to appropriate questions. Such
representatives will also be given an opportunity to make a statement at the
Meeting if they so desire.

      Urbach Kahn & Werlin, LLP billed the Company $125,196 for professional
services for the audit of the Company's annual financial statements for the year
ended December 29, 2001 and the reviews of the interim financial statements
included in the Company's Form 10-Q filed during the fiscal year ended December
29, 2001. All other billed fees for the year ended December 29, 2001 totaled
$49,612.

      The Board of Directors recommends a vote "FOR" Proposal II.

July 1, 2002


                                      -15-
<PAGE>

                                  ANNUAL REPORT

      All stockholders of record as of June 14, 2002 have or are currently being
sent a copy of the Company's Annual Report for the fiscal year ended December
29, 2001 (the "Annual Report"), which contains audited financial statements of
the Company. The Annual Report is deemed to be a part of the material for the
solicitation of proxies.

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH BENEFICIAL HOLDER OF RECORD OF
ITS COMMON STOCK ON JUNE 14, 2002 WHO DID NOT RECEIVE A COPY OF THE COMPANY'S
ANNUAL REPORT, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 29, 2001
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. ANY SUCH REQUEST SHOULD BE
MADE IN WRITING TO THE SECRETARY, GENERAL BEARING COMPANY, 44 HIGH STREET, WEST
NYACK, NEW YORK 10994.

July 1, 2002


                                      -16-
<PAGE>

                              STOCKHOLDER PROPOSALS

      Proposals of stockholders intended to be presented at the Company's 2003
Annual Meeting of Stockholders must be received by the Company at the Company's
principal executive offices not later than May 26, 2003. All such proposals
should be in compliance with all applicable Securities and Exchange Commission
regulations.

                                  OTHER MATTERS

      As of the date of this Proxy Statement, the Board of Directors of the
Company does not know of any other matter to be brought before the Meeting.
However, if any other matter not mentioned in the Proxy Statement is properly
brought before the Meeting or any adjournment or adjournments thereof, the
persons named in the enclosed Proxy or their substitutes will have discretionary
authority to vote proxies given in said form or otherwise act in respect of such
matters in accordance with their best judgment.

      All of the costs and expenses in connection with the solicitation of
proxies with respect to the matters described herein will be borne by the
Company. In addition to solicitation of proxies by use of mails, directors,
officers and employees (who will receive no compensation therefore in addition
to their regular remuneration) of the Company may solicit the return of proxies
by telephone, telegram or personal interview. The Company will request banks,
brokerage houses and other custodians, nominees and fiduciaries to forward
copies of the proxy material to their principals and to request instructions for
voting the proxies. The Company may reimburse such banks, brokerage houses and
other custodians, nominees and fiduciaries for their expenses in connection
therewith.

      It is important that proxies be returned promptly. Stockholders are
therefore urged to fill in, date, sign and return the Proxy immediately. No
postage need be affixed if mailed in the enclosed envelope in the United States.

      BY ORDER OF THE BOARD OF DIRECTORS

      DAVID L. GUSSACK
      President

July 1, 2002


                                      -17-

