<SUBMISSION>
<ACCESSION-NUMBER>0001193805-04-000716
<TYPE>SC TO-C
<PUBLIC-DOCUMENT-COUNT>3
<FILING-DATE>20040429
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>GUSSACK DAVID L
<CIK>0001256596
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-C
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>GENERAL BEARING CORP
<STREET2>44 HIGH STREET
<CITY>W NYACK
<STATE>NY
<ZIP>10994
<PHONE>8453586000
</BUSINESS-ADDRESS>
</FILED-BY>
<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 TO-C
<ACT>34
<FILE-NUMBER>005-59685
<FILM-NUMBER>04766020
</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>
<DOCUMENT>
<TYPE>SC TO-C
<SEQUENCE>1
<FILENAME>e400455_sctot-gbc.txt
<DESCRIPTION>SCHEDULE TO
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

                                   SCHEDULE TO
                                 (RULE 14d-100)

                          TENDER OFFER STATEMENT UNDER
                         SECTION 14(d) (l) OR 13(e) (l)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

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

                           GENERAL BEARING CORPORATION
                       (Name of Subject Company (Issuer))

                         GBC ACQUISITION CORP. (Offeror)
    (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other
                                    Person))

                     Common Stock, par value $0.01 per share
                         (Title of Class of Securities)

                                    369147103
                      (CUSIP Number of Class of Securities)

                            Barry M. Abelson, Esquire
                               Pepper Hamilton LLP
                              3000 Two Logan Square
                           Eighteenth and Arch Streets
                           Philadelphia, PA 19103-2799
                                 (215) 981-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
                  Communications on Behalf of Filing Persons)

                            CALCULATION OF FILING FEE

Transaction Valuation*                                     Amount of Filing Fee*
----------------------                                     ---------------------
   Not Applicable                                             Not Applicable

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

|X|   Check the box if the filing relates solely to preliminary communications
      made before the commencement of a tender offer.

      Check the appropriate boxes below to designate any transactions to which
      the statement relates:

            |X|   third-party tender offer subject to Rule 14d-1.
            |_|   issuer tender offer subject to Rule 13e-4.
            |X|   going-private transaction subject to Rule 13e-3.
            |_|   amendment to Schedule 13D under Rule 13d-2.

      Check the following box if the filing is a final amendment reporting the
      results of the tender offer: |_|

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

<PAGE>

Item 1 - 11

N/A

Item 12. Exhibits.

Exhibit 99.1      Text of Press Release, issued by General Bearing Corporation
                  on April 28, 2004.

Exhibit 99.2      Letter from David L. Gussack to the Board of Directors of
                  General Bearing Corporation.

Item 13. Information Required by Schedule 13E-3.

      N/A

                                    SIGNATURE

      After due 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.


                                                   /s/ DAVID L. GUSSACK
                                                   -----------------------------
                                                   (Signature)

                                                   David L. Gussack, President
                                                   -----------------------------
                                                   (Name and Title)

                                                   April 29, 2004
                                                   --------------
                                                   (Date)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>e400455_ex99-1.txt
<DESCRIPTION>TEXT OF PRESS RELEASE
<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

<PAGE>

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 "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>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>e400455_ex99-2.txt
<DESCRIPTION>LETTER FROM DAVID L. GUSSACK
<TEXT>

                                                                    Exhibit 99.2

                              GBC Acquisition Corp.
                                 44 High Street
                           West Nyack, New York 10994
                             Telephone: 845-358-6000
                                Fax: 845-358-3619

                                 April 28, 2004

The Board of Directors of
General Bearing Corporation

Ladies and Gentlemen:

            In light of the current global, financial, business, industry and
regulatory environments, we believe it is in the best interests of General
Bearing Corporation (the "Company") and its stockholders, customers and
employees that the Company no longer be a publicly-held reporting company.

      Among the factors which lead us to this conclusion are the following:

      Market/Industry conditions: Increasingly intense pricing competition in
the bearing market requires that the Company's products be priced as low as
possible. The Company's business model has been based on selling low cost, high
quality products. Obviously, the substantial and increasing costs that the
Company must pay as a public company for regulatory compliance increase the cost
of operations, which in turn increase the prices that the Company must charge
for its products. As a result, the costs of being public directly reduce the
Company's competitiveness in the market. Additionally, in order to maintain its
cost competitiveness, it is frequently necessary for the Company to: (a)
consider investments and transactions with significant risk levels, and (b)
decide and act quickly to complete income-strategic transactions.
Responsibilities to public stockholders can result in an aversion to risk and
delays in implementing corporate decisions. Such risk aversion and delays are
also burdens of being public that hamper the Company's ability to maintain its
low-cost advantage.

      Low trading price, volume and lack of analyst coverage: It has been over
three years since the market price of the Company's stock was significantly
higher than it is today. In addition, trading volume and public float are low
and we know of no analyst coverage of the Company. As a result, the Company has
not been able to use its stock as transactional currency and there has been
limited liquidity for the stockholders. The stock's lack of performance also
precludes the use of options as an effective incentive in obtaining and
retaining employees.

      Consequences of low market capitalization: We believe the public and, more
importantly, customers and potential customers, perceive the Company's low
market capitalization as an indication that the Company is insubstantial or has
meager resources. We believe that in some cases such a perception causes a lack
of confidence in the strength and/or reliability of the Company, resulting in
loss of potential orders and restricted sales growth.

      Disclosure of sensitive information: The Security and Exchange
Commission's (the "SEC") reporting regulations require the Company to disclose
information that would otherwise be treated as confidential, including but not
limited to details of financial performance, identities of key customers,
Company strategy, competitive strengths, risks and uncertainties, liquidity and
capital resources. The reporting requirements make such information freely
accessible to competitors, to the detriment of the Company.

<PAGE>

      Effect of Sarbanes/Oxley. In light of the recently enacted Sarbanes/Oxley
legislation (and the various rules being proposed and promulgated by the SEC and
NASDAQ thereunder), the costs of being a public company, measured both in the
cost to the Company (for legal advisors, audits, certifications, insurance,
etc.) and in the time commitments to individual directors, officers and other
employees, already significant for a company our size, will be increasing going
forward.

            In sum, due to these various factors, not only do we believe that
the Company is not realizing any of the benefits of being a public company, but,
in fact, the Company is substantially inhibited in its growth and development.
We believe that the Company is, and will be, increasingly adversely affected
going forward by the costs and other burdens of continuing to be publicly-held.

            Accordingly, this letter outlines the basic terms and conditions
pursuant to which a management group, led by Seymour Gussack, Chairman of the
Company's Board of Directors, and David L. Gussack, the Company's Chief
Executive Officer and a director, and certain other stockholders, including
Company directors Robert E. Baruc and Nina M. Gussack (the "Buyers"), through a
company formed by the Buyers ("GBC Acquisition Corp."), is considering
commencing a tender offer to acquire all of the issued and outstanding shares of
the common stock of the Company not beneficially owned, directly or indirectly,
by the Buyers, at a price per share of $3.50. This per share price represents a
15% premium over the closing price of the common stock on April 28, 2004 and an
approximately 14% premium over the average closing price since January 2, 2004.

            To ensure substantial stockholder support for the transaction, we
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 Buyers, and
(ii) the tender of a sufficient number of shares such that, after such offer is
completed, the Buyers 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
Buyers will have been tendered. We also would commit that, as soon as
practicable after the completion of a tender offer meeting these conditions, we
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.

            Please note that the Buyers have no present interest or intention to
sell their respective ownership interests in the Company.


                                       -2-
<PAGE>

            The commencement of our 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.

                                                    Very truly yours,


                                                    /s/ David L. Gussack
                                                    David L. Gussack
                                                    President


                                       -3-

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