<SUBMISSION>
<ACCESSION-NUMBER>0001193805-04-000713
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20040428
<ITEMS>5
<ITEMS>7
<FILING-DATE>20040429
<FILER>
<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>8-K
<ACT>34
<FILE-NUMBER>000-22053
<FILM-NUMBER>04764820
</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>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>e400454_8k-gbc.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): April 28, 2004

                           GENERAL BEARING CORPORATION
                 (Exact name of issuer as specified in charter)

          DELAWARE                    0-22053                      13-2796245
(State or Other Jurisdiction        (Commission                 (I.R.S. Employer
    of Incorporation or                 file                     Identification
       Organization)                  number)                        Number)

                                 44 HIGH STREET
                           WEST NYACK, NEW YORK 10994
                    (Address of principal executive offices)

                                 (845) 358-6000
              (Registrant's telephone number, including area code)


<PAGE>

Item 5 - Other Events and Required Regulation FD Disclosure.

      On April 28, 2004, General Bearing Corporation (the "Company") issued a
press release announcing that it received a letter from a group of current
stockholders led by Seymour I. Gussack, Chairman of the Company's Board of
Directors, David L. Gussack, Chief Executive Officer and Director, and Directors
Robert E. Baruc and Nina M. Gussack, expressing the group's consideration of
taking the Company private through a tender offer for all of the outstanding
shares of the Company not owned by the group. The press release concerning the
contemplated going-private transaction is attached to this report as Exhibit
99.1 and is incorporated by reference herein.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

      (c)   Exhibits-

            99.1 Press Release of the Company dated April 28, 2004

<PAGE>

                                   Signatures

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

                                               GENERAL BEARING CORPORATION


Date: April 29, 2004                           By: /s/ David L. Gussack
                                                   -----------------------------
                                                       David L. Gussack
                                                       Chief Executive Officer

<PAGE>

                           GENERAL BEARING CORPORATION
                                    FORM 8-K
                                  EXHIBIT INDEX

      Exhibit No.

            99.1 Press Release of the Company dated April 28, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>e400454_ex99-1.txt
<DESCRIPTION>PRESS RELEASE OF THE COMPANY DATED APRIL 28, 2004
<TEXT>

                                                                    Exhibit 99.1

                     GENERAL BEARING CORP. ANNOUNCES BUY-OUT
                GROUP'S INTENTION TO MAKE A TENDER OFFER AT $3.50

West Nyack, NY--April 28, 2004--General Bearing Corp. (NASDAQSC: GNRL),
announced today that a group of current stockholders led by Seymour I. Gussack,
Chairman of General Bearing's Board of Directors, David L. Gussack, Chief
Executive Officer and Director, and Directors Robert E. Baruc and Nina M.
Gussack (collectively owning approximately 66% of the Company's outstanding
shares) announced that it is considering taking the Company private through a
tender offer for all shares not owned by the group. The Company announced today
that the management-led group expressed that it is considering making a tender
offer, through a company formed by the group ("GBC Acquisition Corp."), at a
price of $3.50 per share. This price represents a 15% premium over the closing
price on April 28, 2004 (the last full trading day prior to the announcement of
the group's notice regarding taking the Company private) and an approximately
14% premium over the average closing price since January 2, 2004. The group
stated that they had no interest or intention to sell their ownership interest
in the Company.

To ensure substantial stockholder support for this transaction, the group stated
that they would condition the tender offer upon (i) the tender of a majority of
the outstanding shares of the Company's common stock not held by the group, and
(ii) the tender of a sufficient number of shares such that, after such offer is
completed, the group will own at least 90% of the outstanding shares of the
Company's common stock. If such 90% threshold is met, it will mean that a
majority of the outstanding shares of the Company's common stock not held by the
group will have been tendered. The group also stated that they would commit
that, as soon as practicable after the completion of a tender offer meeting
these conditions, they would effect a "short form" merger of the Company with
GBC Acquisition Corp. in which the remaining stockholders would receive the same
consideration as those stockholders who tender their shares in response to the
tender offer.

The group stated that the commencement of the tender offer is conditioned upon
obtaining financing to complete the transaction (including transaction fees) in
the amount of not less than $6 million on terms and conditions acceptable to the
Buyers.

This press release is not a substitute for any proxy statement or other filings
that may be made with the Securities and Exchange Commission ("SEC") should the
intended transaction discussed above go forward. If such documents are filed
with the SEC, investors will be urged to read them because they will contain
important information, including risk factors. Any such documents, once filed,
will be available, free of charge, at the SEC's website (www.sec.gov) and from
the Company. If a proxy statement is distributed by the Company regarding this
transaction, the Company and certain of its directors and executive officers
would be involved in a solicitation of proxies made in connection with the
proposed transaction. Information concerning the Company's directors and
executive officers will be available in the documents which would be filed with
the SEC.

About General Bearing Corp: General Bearing Corp. manufactures ball bearings,
tapered roller bearings, spherical roller bearings, and cylindrical roller
bearings, and bearing components. Under

<PAGE>

"The General" and the "Hyatt" trademarks, the Company supplies original
equipment manufacturers in the automobile, truck/trailer, railcar, office
equipment, machinery and appliance industries, as well as the industrial
aftermarket.

This press release is being made pursuant to the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. This press release contains
forward looking statements that are subject to risks and uncertainties,
including, but not limited to, the impact of competitive products, product
demand and market acceptance risks, reliance on key strategic alliances,
fluctuations in operating results and other risks detailed from time to time in
the Company's filings with the SEC. These risks could cause the Company's actual
results for the current fiscal year and beyond to differ materially from those
expressed in any forward looking statements made by, or on behalf of, the
Company. For more information about General Bearing Corp., visit our web site at
www.generalbearing.com.

Investor Contact:
Investor Relations
Telephone: (845) 358-6000 Ext. 6208
Email: Investorrelations@gnrl.com

                   Additional Information and Where to Find It

If the group undertakes the contemplated transaction, GBC Acquisition Corp.
would expect to file a Schedule TO-T and related materials with the SEC. In that
event, these materials will contain important information. Investors and
security holders are advised to carefully review this document and related
materials when they become available. Investors and security holders will be
able to obtain a free copy of the Schedule TO-T and other documents filed by GBC
Acquisition Corp. with the SEC and the SEC's website, which is located at
www.sec.gov. Copies of the Schedule TO-T, as well as related documents made with
the SEC, will also be obtained free of charge from General Bearing Corp. by
contacting Investor Relations at (845) 358-6000 Ext. 6208 or
Investorrelations@gnrl.com.

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