<SUBMISSION>
<ACCESSION-NUMBER>0001193805-04-001143
<TYPE>SC TO-T/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20040809
<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-T/A
<ACT>34
<FILE-NUMBER>005-59685
<FILM-NUMBER>04960612
</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>
<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 13E3
<ACT>34
<FILE-NUMBER>005-59685
<FILM-NUMBER>04960613
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>44 HIGH ST
<CITY>WEST NYWACK
<STATE>NY
<ZIP>10994
<PHONE>9143586000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>C/O GENERAL BEARING CORP
<STREET2>44 HIGH ST
<CITY>WEST NYACK
<STATE>NY
<ZIP>10994
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>GBC Acquisition Corp.
<CIK>0001294070
<IRS-NUMBER>000000000
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>44 HIGH STREET
<CITY>WEST NYACK
<STATE>NY
<ZIP>10994
<PHONE>845-358-6000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>44 HIGH STREET
<CITY>WEST NYACK
<STATE>NY
<ZIP>10994
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC TO-T/A
<SEQUENCE>1
<FILENAME>e400673_sctota-gbc.txt
<DESCRIPTION>AMENDMENT NO. 1 TO SCHEDULE TO
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

                               AMENDMENT NO. 1 TO
                                   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)
                          SEYMOUR I. GUSSACK (Offeror)
                           DAVID L. GUSSACK (Offeror)
                            (Names of Filing Persons
            (Identifying Status as Offeror, Issuer or Other Person) )

                     Common Stock, par value $.01 per share
                         (Title of Class of Securities)

                                    369147103
                      (CUSIP Number of Class of Securities)

                                David L. Gussack
                                    President
                              GBC Acquisition Corp.
                                 44 High Street
                           West Nyack, New York 10994
                                 (845) 358-6000
                  (Name, Address and Telephone Number of Person
  Authorized to Receive Notices and Communications on Behalf of Filing Persons)

                                    COPY TO:

Barry M. Abelson, Esquire                        Christopher S. Miller, Esquire
Pepper Hamilton LLP                              Pepper Hamilton LLP
3000 Two Logan Square                            400 Berwyn Park
Eighteenth and Arch Streets                      899 Cassatt Road
Philadelphia, Pennsylvania 19103-2799            Berwyn, Pennsylvania 19312-1183
(215) 981-4000                                   (610) 640-7800

                            CALCULATION OF FILING FEE

Transaction Valuation*                                    Amount of Filing Fee**
--------------------------------------------------------------------------------
     $6,587,856                                                    $835

*     Estimated for purposes of calculating filing fee only. Calculated as the
      product of $4.00, the per share tender offer price for all of the
      outstanding shares of common stock of General Bearing Corporation
      ("General Bearing") and the sum of 1,306,064, the number of outstanding
      shares sought in the offer and 340,900, the number of shares underlying
      all vested shares.

**    The amount of the filing fee was calculated in accordance with Section
      14(g)(3) of the Exchange Act, and equals $126.70 per million dollars of
      the transaction valuation amount.

|X|   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.

Amount Previously Paid: $662                 Filing Party: GBC Acquisition Corp.
Form or Registration No.: Not Applicable              Date Filed: July 16, 2004.

|_|   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>

                                   SCHEDULE TO

            This Amendment No. 1 (the "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO ("Schedule TO") relating to the offer by
GBC Acquisition Corp., a Delaware corporation (the "Purchaser") currently
controlled by Seymour I. Gussack, Chairman of the Board of General Bearing
Corporation ("General Bearing") and David L. Gussack, Chief Executive Officer
and a director of General Bearing to purchase all of the outstanding shares of
the common stock, par value $0.01 per share (the "Shares"), of General Bearing,
that are not shares beneficially owned by Seymour Gussack, David Gussack, Robert
E. Baruc and Nina M. Gussack, each directors of General Bearing, certain
officers of General Bearing, and certain of their respective family members
(collectively referred to herein as the "Continuing Stockholders") (See the
sections titled "The Offer--Certain Information Concerning the Continuing
Stockholders and the Purchaser" and "Schedule B"). The purchase price is $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 (the "Offer To
Purchase"), and the related Letter of Transmittal (which as they may be amended
and supplemented from time to time, together constitute the "Offer"). Copies of
the Offer to Purchase and the Letter of Transmittal were filed as Exhibits
(a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO. Upon the closing of
the Offer, the Purchaser will be owned by the Continuing Stockholders.

            Unless otherwise stated below, the information set forth in the
Offer to Purchase including all schedules and annexes thereto is hereby
expressly incorporated herein by reference in response to all items of this
Amendment, including, without limitation, all of the information required by
Schedule 13E-3 that is not included or covered by the items in Schedule TO. You
should read this Amendment together with the Schedule TO we filed on July 16,
2004.

ITEM 12. EXHIBITS.

            Item 12 is hereby amended and supplemented to include the following
exhibit:

      (a)(1)(xii)       Text of Press Release issued by GBC Acquisition Corp. on
                        August 6, 2004.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

            N/A


                                      -2-
<PAGE>

                                    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
                                                 -------------------------------
                                                 David L. Gussack, President
                                                 GBC Acquisition Corp.
                                                 August 9, 2004


                                                 /s/ David L. Gussack
                                                 -------------------------------
                                                 David L. Gussack
                                                 August 9, 2004


                                                 /s/ Seymour I. Gussack
                                                 -------------------------------
                                                 Seymour I. Gussack
                                                 August 9, 2004


                                      -3-
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO                                DESCRIPTION

(a)(1)(i)         Offer To Purchase dated July 16, 2004.*

(a)(1)(ii)        Letter of Transmittal.*

(a)(1)(iii)       Notice of Guaranteed Delivery.*

(a)(1)(iv)        Letter from the Information Agent to Brokers, Dealers,
                  Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(v)         Letter to Clients for use by Brokers, Dealers, Commercial
                  Banks, Trust Companies and Other Nominees.*

(a)(1)(vi)        Guidelines for Certification of Taxpayer Identification Number
                  of Substitute Form W-9.*

(a)(1)(vii)       Text of Press Release issued by General Bearing on April 28,
                  2004 (incorporated by reference to Exhibit 99.1 of Schedule
                  TO-C filed April 29, 2004 by GBC Acquisition Corp.).

(a)(1)(viii)      Text of Letter to Board of Directors of General Bearing by GBC
                  Acquisition Corp. on April 28, 2004 (incorporated by reference
                  to Exhibit 99.2 of Schedule TO-C filed April 29, 2004 by GBC
                  Acquisition Corp.).

(a)(1)(ix)        Text of Email Correspondence dated May 8, 2004 from David
                  Gussack to David Mardo of U.S. Trust Company in response to an
                  inquiry from David Mardo asking when the tender offer is
                  expected to be completed (incorporated by reference to Exhibit
                  99.1 of Schedule TO-C filed May 10, 2004 by GBC Acquisition
                  Corp.).

(a)(1)(x)         Text of Press Release issued by General Bearing Corporation on
                  July 16, 2004.*

(a)(1)(xi)        Text of Letter to Stockholders of General Bearing by GBC
                  Acquisition Corp. on July 16, 2004.*

(a)(1)(xii)       Text of Press Release issued by GBC Acquisition Corp. on
                  August 6, 2004.**

(b)(1)            Commitment Letter, dated May 24, 2004, by and between GBC
                  Acquisition Corp. and Keybank, N.A.*

(b)(2)            Supplemental Commitment Letter, dated July 14, 2004, by and
                  between GBC Acquisition Corp. and Keybank, N.A.*

(d)               Indemnification Agreement, dated July 14, 2004, by and among
                  Seymour Gussack, David Gussack, Peter Barotz, Barbara Henagan
                  and Ronald Fetzer.*

(f)               Excerpts from Section 262 of the Delaware General Corporation
                  Law (included as Schedule A of the Offer To Purchase filed
                  herewith as Exhibit (a)(1)(i)).*

----------

*     filed previously on SC-TO-T on July 16, 2004.

**    filed herewith.


                                      -4-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(1)(X)(II)
<SEQUENCE>2
<FILENAME>e400673_ex99-a1xii.txt
<DESCRIPTION>TEXT OF PRESS RELEASE
<TEXT>

                                                         Exhibit 99(a)(1)(x)(ii)

                                  NEWS RELEASE

GBC ACQUISITION CORP. COMMENTS ON 13D FILED BY GENERAL BEARING STOCKHOLDER

WEST NYACK, NY, August 6, 2004 - GBC Acquisition Corp. today commented on a
Schedule 13D filed publicly by a stockholder of General Bearing Corporation
(NASDAQSC: GNRL) ("General Bearing") on July 28, 2004. The stockholder indicated
his interest in exercising appraisal rights under the Delaware General
Corporation Law in connection with GBC Acquisition Corp.'s cash tender offer to
acquire all of the outstanding common stock (the "Shares") of General Bearing.

GBC Acquisition Corp. noted that no appraisal rights are triggered under
Delaware law unless the contemplated merger of GBC Acquisition Corp. into
General Bearing following consummation of the tender offer is completed.

In addition, GBC Acquisition Corp. reiterated that it will not, under any
circumstances, increase the offer price above $4.00 per Share.

The offer and withdrawal rights will expire at 12:00 Midnight, Eastern Standard
Time, on Friday, August 13, 2004, unless extended by GBC Acquisition Corp.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

The complete terms and conditions of the offer are set forth in an offer to
purchase, letter of transmittal and other related materials which were filed
with the SEC and distributed to General Bearing's stockholders. This press
release is not a substitute for such filings. Investors are urged to read such
documents because they contain important information. Any such documents are
available, free of charge, at the SEC's website (www.sec.gov) or by contacting
The Altman Group, Inc., the information agent for the transaction toll free at
(800) 317-8029.

THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF GENERAL BEARING. GBC ACQUISITION CORP. HAS FILED A TENDER
OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

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