
                                                            Exhibit 99(a)(1)(ii)

                              LETTER OF TRANSMITTAL

                        TO TENDER SHARES OF COMMON STOCK

                            PAR VALUE $0.01 PER SHARE

                                       OF

                           GENERAL BEARING CORPORATION

             PURSUANT TO THE OFFER TO PURCHASE, DATED JULY 16, 2004

                                       BY

                              GBC ACQUISITION CORP.

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

         THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
               EASTERN STANDARD TIME, ON FRIDAY, AUGUST 13, 2004,
                         UNLESS THE OFFER IS EXTENDED.

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

                        THE DEPOSITARY FOR THE OFFER IS:

                   AMERICAN STOCK TRANSFER AND TRUST COMPANY.

By mail, overnight courier or by hand:

                                 59 Maiden Lane
                               Plaza Level - Lobby
                               New York, NY 10038

 FOR NOTICE OF GUARANTEED DELIVERY BY                TO CONFIRM FACSIMILE
FACSIMILE TRANSMISSION: (718) 234-5001         TRANSMISSION ONLY: (718) 921-8200

            DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST
SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE THEREFORE PROVIDED
BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.

<PAGE>

            THE INSTRUCTIONS CONTAINED WITHIN THE LETTER OF TRANSMITTAL SHOULD
BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

                         DESCRIPTION OF SHARES TENDERED

NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) OF SHARES TENDERED (PLEASE FILL
IN, IF BLANK, EXACTLY AS NAME(S) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
APPEAR(S) ON CERTIFICATE(S))

NAME(S) AND ADDRESS(ES) OF REGISTERED         SHARES TENDERED (ATTACH ADDITIONAL
HOLDER(S) (PLEASE FILL IN, IF BLANK,          SIGNED LIST IF NECESSARY)
EXACTLY AS NAME(S) APPEAR(S) ON
CERTIFICATE(S))

                                              Certificate Number(s) (1):

                                              Total Shares Tendered (2):

(1) Need not be completed by Book-Entry Shareholders.

(2) Unless otherwise indicated, all shares represented by share certificates
delivered to the Depositary will be deemed to have been tendered. See
Instruction 4.

            This Letter of Transmittal is to be used by shareholders of General
Bearing Corporation ("General Bearing") if certificates for the Shares (as
defined below) are to be forwarded herewith or, unless an Agent's Message (as
defined in Instruction 2 below) is utilized, if delivery of the Shares is to be
made by book-entry transfer to an account maintained by the Depositary (as
defined in the "Introduction" to the Offer to Purchase) at the Book-Entry
Transfer Facility (as defined in Section 2 of the Offer to Purchase). Holders
who deliver Shares by book-entry transfer are referred to herein as "Book-Entry
Shareholders" and other shareholders who deliver Shares are referred to herein
as "Certificate Shareholders."

            Shareholders whose certificates for the Shares are not immediately
available or who cannot deliver the certificates for, or a Book-Entry
Confirmation (as defined in Section 2 of the Offer to Purchase) with respect to,
their Shares and all other documents required hereby to the Depositary prior to
the Expiration Date (as defined in Section 1 of the Offer to Purchase) must
tender their Shares pursuant to the guaranteed delivery procedures set forth in
Section 3 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO
THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.


                                      -2-
<PAGE>

|_|   CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
      TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND
      COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER
      FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution: _________________________________________________

Account Number: ________________________________________________________________

Transaction Code Number: _______________________________________________________

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

|_|   CHECK HERE IF THE TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE
      OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
      FOLLOWING:

Name of Registered Owner(s): ___________________________________________________

Window Ticket Number (if any): _________________________________________________

Date of Execution of Notice of Guaranteed Delivery: ____________________________

Name of Institution which Guaranteed Delivery: _________________________________

If delivery is by book-entry transfer, check here and provide the following
information: |_|

      Account Number: ____________________________

      Transaction Code Number: ___________________


                                      -3-
<PAGE>

                    NOTE: SIGNATURES MUST BE PROVIDED BELOW.

                          PLEASE READ THE INSTRUCTIONS

               SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.

Ladies and Gentlemen:

            The undersigned hereby tenders to GBC ACQUISITION CORP., a newly
formed Delaware corporation ("Purchaser") currently controlled by Seymour
Gussack, Chairman of the Board ("Mr. S. Gussack") of General Bearing
Corporation, a Delaware corporation ("General Bearing"), and David L. Gussack,
Chief Executive Officer and a director ("Mr. D. Gussack") of General Bearing, to
purchase all outstanding shares of common stock, par value $0.01 per share (the
"Shares") of General Bearing, at $4.00 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated July 16, 2004 and in this related Letter of Transmittal (which, together
with any amendments or supplements hereto or thereto, collectively constitute
the "Offer"). The undersigned understands that Purchaser reserves the right to
transfer or assign in whole or in part from time to time to one or more of its
affiliates the right to purchase all or any portion of the Shares tendered
pursuant to the Offer, but any such transfer or assignment will not relieve
Purchaser of its obligations under the Offer and will in no way prejudice the
rights of tendering shareholders to receive payment for Shares validly tendered
and accepted for payment pursuant to the Offer. Receipt of the Offer is hereby
acknowledged.

            Upon the terms and subject to the conditions of the Offer (and if
the Offer is extended or amended, the terms of any such extension or amendment),
and subject to, and effective upon, acceptance for payment of the Shares
tendered herewith in accordance with the terms of the Offer, the undersigned
hereby, or upon the order of Purchaser, sells, assigns and transfers to
Purchaser, all right, title and interest in and to all the Shares that are being
tendered hereby (and any and all non-cash dividends, distributions, rights,
other Shares or other securities issued or issuable in respect thereof on or
after July 16, 2004 (collectively, "Distributions")) and irrevocably constitutes
and appoints the Depositary to be the true and lawful agent and attorney-in-fact
of the undersigned with respect to such Shares (and all Distributions), with
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (i) deliver certificates for
such Shares (and any and all Distributions), or transfer ownership of such
Shares (and any and all Distributions) on the account books maintained by the
Book-Entry Transfer Facility, together, in any such case, with all accompanying
evidences of transfer and authenticity, to or upon the order of Purchaser, (ii)
present such Shares (and any and all Distributions) for transfer on the books of
General Bearing, and (iii) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Shares (and any and all Distributions),
all in accordance with the terms of the Offer.

            By executing this Letter of Transmittal, the undersigned hereby
irrevocably appoints Purchaser, its officers and designees, and each of them,
the attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, (i) to vote at any annual or special meeting of the General
Bearing shareholders or any adjournment or postponement thereof or otherwise in
such manner as each such attorney-in-fact and proxy or his substitute shall in
his sole discretion deem proper with respect to, (ii) to execute any written
consent concerning any matter as each such attorney-in-fact and proxy or his
substitute shall in his sole discretion deem proper with respect to, and (iii)
to otherwise act as each such attorney-in-fact and proxy or his substitute shall
in his sole discretion deem proper with respect to, all of the Shares (and any


                                      -4-
<PAGE>

and all Distributions) tendered hereby and accepted for payment by Purchaser.
This appointment will be effective if and when, and only to the extent that,
Purchaser accepts such Shares for payment pursuant to the Offer. This power of
attorney and proxy are irrevocable and are granted in consideration of the
acceptance for payment of such Shares in accordance with the terms of the Offer.
Such acceptance for payment shall, without further action, revoke any prior
powers of attorney and proxies granted by the undersigned at any time with
respect to such Shares (and any and all Distributions), and no subsequent powers
of attorney, proxies, consents or revocations may be given by the undersigned
with respect thereto (and, if given, will not be deemed effective). Purchaser
reserves the right to require that, in order for the Shares to be deemed validly
tendered, immediately upon Purchaser's acceptance for payment of such Shares,
Purchaser must be able to exercise full voting, consent and other rights with
respect to such Shares (and any and all Distributions), including voting at any
meeting of General Bearing shareholders.

            The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and all Distributions and that, when the same are accepted for
payment by Purchaser, Purchaser will acquire good, marketable and unencumbered
title thereto and to all Distributions, free and clear of all liens,
restrictions, charges and encumbrances and the same will not be subject to any
adverse claims. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or Purchaser to be necessary or
desirable to complete the sale, assignment and transfer, of the Shares tendered
hereby and all Distributions. In addition, the undersigned shall remit and
transfer promptly to the Depositary for the account of Purchaser all
Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer, and, pending such remittance and transfer
or appropriate assurance thereof, Purchaser shall be entitled to all rights and
privileges as owner of each such Distribution and may withhold the entire
purchase price of the Shares tendered hereby or deduct from such purchase price
the amount or value of such Distribution as determined by Purchaser in its sole
discretion.

            All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, executors,
administrators, personal representatives, trustees in bankruptcy, successors and
assigns of the undersigned. This tender is irrevocable; provided that the Shares
tendered pursuant to the Offer may be withdrawn at any time on or prior to the
Expiration Date and, unless theretofore accepted for payment as provided in the
Offer to Purchase, may also be withdrawn at any time after the Expiration Date
subject to the withdrawal rights set forth in Section 4 of the Offer to
Purchase.

            The undersigned understands that the valid tender of the Shares
pursuant to any one of the procedures described in Section 3 of the Offer to
Purchase and in the Instructions hereto will constitute a binding agreement
between the undersigned and Purchaser upon the terms and subject to the
conditions of the Offer (and if the Offer is extended or amended, the terms or
conditions of any such extension or amendment). Without limiting the foregoing,


                                      -5-
<PAGE>

if the price to be paid in the Offer is amended in accordance with the terms of
the Offer to Purchase, the price to be paid to the undersigned will be the
amended price notwithstanding the fact that a different price is stated in this
Letter of Transmittal. The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, Purchaser may not be required
to accept for payment any of the Shares tendered hereby.

            Unless otherwise indicated under "Special Payment Instructions,"
please issue the check for the purchase price of all Shares purchased and/or
return any certificates for any Shares not tendered or accepted for payment in
the name(s) of the registered holder(s) appearing above under "Description of
the Shares Tendered." Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail the check for the purchase price of all
Shares purchased and/or return any certificates for any Shares not tendered or
not accepted for payment (and any accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing above under "Description of
the Shares Tendered." In the event that the boxes entitled "Special Payment
Instructions" and "Special Delivery Instructions" are both completed, please
issue the check for the purchase price of all Shares purchased and/or return any
certificates evidencing Shares not tendered or not accepted for payment (and any
accompanying documents, as appropriate) in the name(s) of, and deliver such
check and/or return any such certificates (and any accompanying documents, as
appropriate) to, the person(s) so indicated. Unless otherwise indicated herein
in the box entitled "Special Payment Instructions," please credit any Shares
tendered herewith by book-entry transfer that are not accepted for payment by
Purchaser by crediting the account at the Book-Entry Transfer Facility
designated above. The undersigned recognizes that Purchaser has no obligation
pursuant to the "Special Payment Instructions" to transfer any Shares from the
name of the registered holder thereof if Purchaser does not accept for payment
any of the Shares so tendered.

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

                          SPECIAL PAYMENT INSTRUCTIONS

                         (SEE INSTRUCTIONS 1,5,6 AND 7)

            To be completed ONLY if the check for the purchase price with
respect to Shares purchased is to be issued in the name of someone other than
the undersigned, if certificates for any Shares not tendered or not accepted for
payment are to be issued in the name of someone other than the undersigned or if
any Shares tendered hereby and delivered by book-entry transfer that are not
accepted for payment are to be returned by credit to an account maintained at a
Book-Entry Transfer Facility other than the account indicated above.

Issue check and/or stock certificates to:

Name(s): _______________________________________________________________________
                                     (PLEASE PRINT)


                                      -6-
<PAGE>

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

Address: _______________________________________________________________________

________________________________________________________________________________
                               (INCLUDE ZIP CODE)

________________________________________________________________________________
               (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)

                            (SEE SUBSTITUTE FORM W-9)

|_|   Credit Shares delivered by book-entry transfer and not purchased to the
      Book-Entry Transfer Facility account.

______________________________________________
(ACCOUNT NUMBER)

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

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

                          SPECIAL DELIVERY INSTRUCTIONS

                         (SEE INSTRUCTIONS 1,5,6 AND 7)

            To be completed ONLY if certificates for any Shares not tendered or
not accepted for payment and/or the check for the purchase price of any Shares
accepted for payment is to be sent to someone other than the undersigned or to
the undersigned at an address other than that shown under "Description of the
Shares Tendered."

Mail check and/or stock certificates to:

Name(s): _______________________________________________________________________
                                 (PLEASE PRINT)


                                      -7-
<PAGE>

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

Address: _______________________________________________________________________

________________________________________________________________________________
                               (INCLUDE ZIP CODE)

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

               (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)

                    (SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)

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

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

                                    IMPORTANT

                             SHAREHOLDERS SIGN HERE

                AND COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN

SIGN HERE   --------------------------------------------------   SIGN HERE

_____________________________________      _____________________________________
                           (SIGNATURE(S) OF OWNER(S))

Name(s): _______________________________________________________________________
                                 (PLEASE PRINT)

Name of Firm: __________________________________________________________________
                                 (PLEASE PRINT)

Capacity (full title): _________________________________________________________
                               (SEE INSTRUCTION 5)

Address: _______________________________________________________________________
                               (INCLUDE ZIP CODE)

Area Code and Telephone Number: ________________________________________________


                                      -8-
<PAGE>

Taxpayer Identification or Social Security Number: _____________________________
                            (SEE SUBSTITUTE FORM W-9)

Dated: ____________________________, 2004

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, agent, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)

                             GUARANTEE OF SIGNATURES
                           (SEE INSTRUCTIONS 1 AND 5)

                     FOR USE BY FINANCIAL INSTITUTIONS ONLY.
                    FINANCIAL INSTITUTIONS: PLEASE MEDALLION

                            GUARANTEE IN SPACE BELOW.

Authorized Signature(s): _______________________________________________________

Name(s): _______________________________________________________________________

Name of Firm: __________________________________________________________________
                                 (PLEASE PRINT)

Address: _______________________________________________________________________
                               (INCLUDE ZIP CODE)

Area Code and Telephone Number: ________________________________________________

Dated: ____________________________, 2004

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

                       Certify If Certificate(s) Are Lost

|_| Check here if certificate(s) representing the following shares of General
Bearing Corporation common stock has/have been lost, destroyed, or mutilated
(See Instruction 11):

Certificate Number(s): _________________________ Shares:________________________
                       _________________________        ________________________


                                      -9-
<PAGE>

            (1) I hereby certify that: (a) I have made or caused to be made a
diligent search for such stock certificate(s) and have been unable to find or
recover it/them; (b) I have not sold, assigned, pledged, transferred, deposited
under any agreement, or hypothecated the shares of General Bearing Corporation
common stock represented by such stock certificate(s), or any interest therein,
or assigned any power of attorney or other authorization respecting the same
that is now outstanding and in force, or otherwise disposed of such stock
certificate(s); and (c) no person, firm, corporation, agency, or government,
other than me, has or has asserted any right, title, claim, equity, or interest
in, to, or respecting such shares of General Bearing Corporation common stock.

            (2) Please issue a replacement stock certificate(s). In
consideration of the issuance of a replacement certificate(s), I hereby agree to
indemnify and hold harmless General Bearing Corporation and American Stock
Transfer and Trust Company, and any person, firm, or corporation now or
hereafter acting as the General Bearing Corporation transfer agent, exchange
agent, registrar, trustee, depository, redemption, fiscal, or paying agent, or
in any other capacity, and also any successors in any such capacities, and their
respective subsidiaries, affiliates, heirs, successors, and assigns, from and
against any and all liability, loss, damage, and expense in connection with, or
arising out of, their compliance with my request herein.

            (3) I also agree, in consideration of compliance with the foregoing
request, to surrender immediately to General Bearing Corporation and/or its
agents/successor, the lost stock certificate(s) should it/they hereafter come
into my possession or control.



_________________________________               __________________________, 2004
Signature                                       Date

_________________________________               __________________________, 2004
Signature                                       Date

_________________________________               __________________________, 2004
Signature                                      Date

STATE OF                )
                        )        ss.
COUNTY OF               )

            I, ________________, a Notary Public, do hereby certify that on the
___ day of ___________, 2004, personally appeared before me __________________,
known to me to be the persons whose name(s) is/are subscribed to the foregoing
instrument, who, being by me first duly sworn, declared that the statements
contained therein are true and that he/she/they signed said instrument for the
purposes, in the capacity, and for consideration therein expressed.


                                      -10-
<PAGE>


                                                     ___________________________

 (Notary: Please modify if necessary to conform to your state law or attach an
                               alternative form.)

                                  INSTRUCTIONS

              FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this Letter of
Transmittal (a) if this Letter of Transmittal is signed by the registered
holder(s) (which term, for purposes of this Section, includes any participant in
any of the Book-Entry Transfer Facility's systems whose name appears on a
security position listing as the owner of the Shares) of Shares tendered
herewith, and such registered holder(s) has not completed either the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on the Letter of Transmittal or (b) if such Shares are tendered
for the account of a financial institution (including most commercial banks,
savings and loan associations and brokerage houses) that is a participant in the
Security Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program or
by any other "Eligible Guarantor Institution," as such term is defined in Rule
17Ad-15 under the Exchange Act (each, an "Eligible Institution"). In all other
cases, all signatures on this Letter of Transmittal must be guaranteed by an
Eligible Institution. See Instruction 5.

2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed by
shareholders of General Bearing either if certificates are to be forwarded
herewith or, unless an Agent's Message is utilized, if delivery of the Shares is
to be made by book-entry transfer pursuant to the procedures set forth herein
and in Section 3 of the Offer to Purchase. For a shareholder validly to tender
Shares pursuant to the Offer, either (a) a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof), together with
any required signature guarantees or an Agent's Message (in connection with
book-entry transfer of the Shares) and any other required documents, must be
received by the Depositary at one of its addresses set forth herein prior to the
Expiration Date (as defined in the Offer to Purchase) and either (i)
certificates for tendered Shares must be received by the Depositary at one of
such addresses prior to the Expiration Date or (ii) Shares must be delivered
pursuant to the procedures for book-entry transfer set forth herein and in
Section 3 of the Offer to Purchase and a Book-Entry Confirmation must be
received by the Depositary prior to the Expiration Date or (b) the tendering
shareholder must comply with the guaranteed delivery procedures set forth herein
and in Section 3 of the Offer to Purchase.

            Shareholders whose certificates for Shares are not immediately
available or who cannot deliver their certificates and all other required
documents to the Depositary prior to the Expiration Date or who cannot comply
with the procedure for book-entry transfer on a timely basis may tender their
Shares by properly completing and duly executing the Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedures set forth herein and in
Section 3 of the Offer to Purchase.


                                      -11-
<PAGE>

            Pursuant to such guaranteed delivery procedures, (i) such tender
must be made by or through an Eligible Institution, (ii) a properly completed
and duly executed Notice of Guaranteed Delivery, substantially in the form
provided by Purchaser, must be received by the Depositary prior to the
Expiration Date and (iii) the certificates for all tendered Shares, in proper
form for transfer (or a Book-Entry Confirmation with respect to all such
Shares), together with a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof), with any required signature guarantees,
or, in the case of a book-entry transfer, an Agent's Message, and any other
required documents must be received by the Depositary within three trading days
after the date of execution of such Notice of Guaranteed Delivery. A "trading
day" is any day on which the Nasdaq Small Cap Market is open for business.

            The term "Agent's Message" means a message transmitted by the
Book-Entry Transfer Facility to, and received by, the Depositary and forming a
part of a Book-Entry Confirmation, which states that the Book-Entry Transfer
Facility has received an express acknowledgment from the participant in the
Book-Entry Transfer Facility tendering the Shares which are the subject of such
Book-Entry Confirmation, that such participant has received and agrees to be
bound by the terms of the Letter of Transmittal and that Purchaser may enforce
such agreement against the participant. The signatures on this Letter of
Transmittal cover the Shares tendered hereby.

            THE METHOD OF DELIVERY OF THE SHARES, THIS LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. SHARES WILL
BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN
THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS
BY MAIL, IT IS RECOMMENDED THAT THE SHAREHOLDER USE PROPERLY INSURED REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ENSURE TIMELY DELIVERY.

            No alternative, conditional or contingent tenders will be accepted,
and no fractional Shares will be purchased. All tendering shareholders, by
executing this Letter of Transmittal (or a manually signed facsimile thereof),
waive any right to receive any notice of acceptance of their Shares for payment.

3. INADEQUATE SPACE. If the space provided herein under "Description of Shares
Tendered" is inadequate, the number of Shares tendered and the certificate
numbers with respect to such Shares should be listed on a separate signed
schedule attached hereto.

4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Shares evidenced by any certificate delivered
to the Depositary herewith are to be tendered hereby, fill in the number of
Shares that are to be tendered in the box entitled "Number of Shares Tendered."
In any such case, new certificate(s) for the remainder of the Shares that were


                                      -12-
<PAGE>

evidenced by the old certificates will be sent to the registered holder, unless
otherwise provided in the appropriate box on this Letter of Transmittal, as soon
as practicable after the Expiration Date or the termination of the Offer. All
Shares represented by certificates delivered to the Depositary will be deemed to
have been tendered unless otherwise indicated.

5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If this
Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificate(s) without alteration, enlargement or any change
whatsoever.

            If any of the Shares tendered hereby are held of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.

            If any of the tendered Shares are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.

            If this Letter of Transmittal or any stock certificate or stock
power is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to Purchaser of the authority of such person to so
act must be submitted. If this Letter of Transmittal is signed by the registered
holder(s) of the Shares listed and transmitted hereby, no endorsements of
certificates or separate stock powers are required unless payment or
certificates for any Shares not tendered or not accepted for payment are to be
issued in the name of a person other than the registered holder(s). Signatures
on any such certificates or stock powers must be guaranteed by an Eligible
Institution.

            If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by certificates listed and
transmitted hereby, the certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the certificates. Signature(s) on any such
certificates or stock powers must be guaranteed by an Eligible Institution.

6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction 6,
Purchaser will pay all stock transfer taxes with respect to the transfer and
sale of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price of any Shares purchased is to be made to, or if
certificates for any Shares not tendered or not accepted for payment are to be
registered in the name of, any person other than the registered holder(s), or if
tendered certificates are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder(s) or such other person) payable
on account of the transfer to such other person will be deducted from the
purchase price of such Shares purchased unless evidence satisfactory to
Purchaser of the payment of such taxes, or exemption therefrom, is submitted.

            Except as provided in this Instruction 6, it will not be necessary
for transfer tax stamps to be affixed to the certificates evidencing the Shares
tendered hereby.


                                      -13-
<PAGE>

7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase price
of any Shares accepted for payment is to be issued in the name of, and/or
certificates for any Shares not accepted for payment or not tendered are to be
issued in the name of and/or returned to, a person other than the signer of this
Letter of Transmittal or if a check is to be sent, and/or such certificates are
to be returned, to a person other than the signer of this Letter of Transmittal,
or to an address other than that shown above, the appropriate boxes on this
Letter of Transmittal should be completed. Any shareholder(s) delivering Shares
by book-entry transfer may request that Shares not purchased be credited to such
account maintained at the Book-Entry Transfer Facility as shareholder(s) may
designate in the box entitled "Special Payment Instructions." If no such
instructions are given, any such Shares not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility designated above as
the account from which such Shares were delivered.

8. BACKUP WITHHOLDING. Under Federal income tax law, a shareholder whose
tendered shares are accepted for payment is required, unless an exemption
applies, to provide the Depositary (as payer) with such shareholder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 below in order to
avoid "backup withholding" of Federal income tax on payments of cash pursuant to
the Offer. In addition, the shareholder must certify under penalties of perjury
that such TIN is correct and that such shareholder is not subject to backup
withholding. If a tendering shareholder is subject to backup withholding, such
shareholder must cross out item (2) of the Certification box on the Substitute
Form W-9. If such shareholder is an individual, the taxpayer identification
number is his social security number.

            The tendering shareholder should indicate in Part 3 of the
Substitute Form W-9 if the tendering shareholder has not been issued a TIN and
has applied for or intends to apply for a TIN in the near future, in which case
the tendering shareholder should complete the Certificate of Awaiting Taxpayer
Identification Number below. If the shareholder has indicated in Part 3 that a
TIN has been applied for and the Depositary is not provided a TIN within 60
days, the Depositary will withhold 28% of all cash payments, if any, made
thereafter pursuant to the Offer until a TIN is provided to the Depositary.

            If the Depositary is not provided with the correct taxpayer
identification number or the certifications described above, the shareholder may
be subject to a $50 penalty imposed by the Internal Revenue Service. In
addition, payments of cash to such shareholder with respect to Shares purchased
pursuant to the Offer may be subject to backup withholding of 28%.

            Backup withholding is not an additional income tax. Rather, the
amount of the backup withholding can be credited against the Federal income tax
liability of the person subject to the backup withholding, provided that the
required information is given to the IRS. If backup withholding results in an
overpayment of tax, a refund can be obtained by the shareholder upon filing an
income tax return.

            The shareholder is required to give the Depositary the TIN (i.e.,
social security number or employer identification number) of the record owner of
the Shares. If the Shares are held in more than one name or are not in the name
of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance on
which number to report.


                                      -14-
<PAGE>

            Certain shareholders (including, among others, all corporations and
certain foreign individuals and entities) are not subject to backup withholding.
Non-corporate foreign shareholders should complete and sign the main signature
form and a Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for
United States Tax Withholding, signed under penalties of perjury, attesting to
that individual's exempt status, in order to avoid backup withholdings. A copy
of Form W-8BEN may be obtained from the Depositary. Exempt shareholders, other
than foreign individuals, should furnish their TIN, write "Exempt" in Part 2 of
the Substitute Form W-9 below, and sign, date and return the Substitute Form W-9
to the Depositary. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for more instructions.

9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance and requests for additional copies of the Offer to Purchase, this
Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the Information Agent at its address and phone number set forth
below. You may also contact your broker, dealer, commercial bank or trust
companies or other nominee for assistance concerning the Offer.

10. WAIVER OF CONDITIONS. Subject to the Offer to Purchase, except for the
Majority of the Minority Condition (as such condition is defined in the Offer to
Purchase), Purchaser reserves the absolute right in its sole discretion to
waive, at any time or from time to time, any of the specified conditions of the
Offer, in whole or in part, in the case of any Shares tendered.

11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s) representing
Shares has been lost, destroyed or stolen, the shareholder should promptly
notify the Depositary by checking the box immediately preceding the special
payment/special delivery instructions and indicating the number of Shares lost.
THE SHAREHOLDER WILL THEN BE INSTRUCTED AS TO THE STEPS THAT MUST BE TAKEN IN
ORDER TO REPLACE THE CERTIFICATE(S). THIS LETTER OF TRANSMITTAL AND RELATED
DOCUMENTS CANNOT BE PROCESSED UNTIL THE PROCEDURES FOR REPLACING LOST, DESTROYED
OR STOLEN CERTIFICATES HAVE BEEN FOLLOWED.

                                   IMPORTANT:

            TO TENDER SHARES PURSUANT TO THE OFFER, THIS LETTER OF TRANSMITTAL
(OR A MANUALLY SIGNED FACSIMILE HEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE
GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND
ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE
EXPIRATION DATE, AND EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY
THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR
BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING
SHAREHOLDERS MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.


                                      -15-
<PAGE>

                            IMPORTANT TAX INFORMATION

PURPOSE OF SUBSTITUTE FORM W-9

            To prevent backup withholding on payments that are made to a
shareholder with respect to Shares purchased pursuant to the Offer, the
shareholder is required to notify the Depositary of such shareholder's correct
taxpayer identification number by completing the form contained herein
certifying that the taxpayer identification number provided on Substitute Form
W-9 is correct (or that such shareholder is awaiting a taxpayer identification
number).

WHAT NUMBER TO GIVE THE DEPOSITARY

            The shareholder is required to give the Depositary the social
security number or employer identification number of the record owner of the
Shares. If the Shares are in more than one name or are not in the name of the
actual owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report.

                                            Payor's Name: [BANK]
SUBSTITUTE:                                 Part 1 - PLEASE PROVIDE YOUR TIN IN
                                            THE BOX AT THE RIGHT AND CERTIFY BY
                                            SIGNING AND DATING BELOW. [        ]
FORM W-9
DEPARTMENT OF THE TREASURY                  NAME: ______________________________
INTERNAL REVENUE SERVICES
                                            ____________________________________
                                            Business Name

PAYOR'S REQUEST FOR TAXPAYER                Please check appropriate box
IDENTIFICATION NUMBER ("TIN")               |_| Individual/Sole Proprietor
                                            |_| Corporation
                                            |_| Partnership    |_| Other

                                            ____________________________________
                                            Address

PART 2 -- For Payees exempt from back-up withholding, see the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9, check the Exempt box below and complete as instructed therein.

            Exempt: |_|

PART 3 -- CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT:

      1.    The number shown on this form is my correct TIN (or I am waiting for
            a number to be issued to me);


                                      -16-
<PAGE>

      2.    I am not subject to backup withholding because: (a) I am exempt from
            backup withholding, or (b) I have not been notified by the Internal
            Revenue Service (the "IRS") that I am subject to backup withholding
            as a result of a failure to report all interest or dividends, or (c)
            the IRS has notified me that I am no longer subject to backup
            withholding; and

      3.    I am a U.S. person (including a U.S. resident alien).

            CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if
you have been notified by the IRS that you are currently subject to backup
withholding because of underreporting interest or dividends on your tax return.
However, if after being notified by the IRS that you were subject to backup
withholding, you received another notification from the IRS that you were no
longer subject to backup withholding, do not cross out item (2). (Also see the
instructions in the enclosed guidelines.)

Signature:_________________________         PART 4 --  AWAITING TIN |_|
                                            Please complete the Certificate of
Date:______________________________         Awaiting Taxpayer Identification
                                            Number below.

            NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY
RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO AN
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

            YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED PART 4 OF
THE SUBSTITUTE FORM W-9 AND ARE AWAITING YOUR TIN.

             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

            I certify under penalty of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 28%
of all payments to be made to me thereafter will be withheld until I provide a
number.

Signature:________________________                    Date:_______________, 2004


                                      -17-
<PAGE>

            MANUALLY SIGNED FACSIMILE COPIES OF THE LETTER OF TRANSMITTAL WILL
BE ACCEPTED. THE LETTER OF TRANSMITTAL, CERTIFICATES FOR SHARES AND ANY OTHER
REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH SHAREHOLDER OF GENERAL
BEARING OR SUCH SHAREHOLDER'S BROKER, DEALER , COMMERCIAL BANK, TRUST COMPANY OR
OTHER NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH ON THE FIRST
PAGE.

            Questions and requests for assistance may be directed to the
Information Agent and requests for additional copies of the Offer to Purchase,
the Letter of Transmittal, the Notice of Guaranteed Delivery and other tender
offer materials may be directed to the Information Agent at its telephone number
and location listed below, and will be furnished promptly at Purchaser's
expense. You may also contact your broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the Offer.

                       INFORMATION AGENT FOR THE OFFER IS:

                             THE ALTMAN GROUP, INC.

                            1275 Valley Brook Avenue
                               Lyndhurst, NJ 07071
                         Call Toll-Free: (800) 317-8029

