
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

                               AMENDMENT NO. 3 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: $835                 Filing Party: GBC Acquisition Corp.
Form or Registration No.: Not Applicable     Date Filed: July 16, 2004 and
                                                         August 9, 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. 3 (the "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO, as amended on August 9, 2004 and August 11,
2004, ("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, as
amended on August 9, 2004 and August 11, 2004.

ITEM 11.          ADDITIONAL INFORMATION.

(a)(5)            Section (a)(5) of Item 11 is hereby amended and restated by
                  the following:

                  by inserting the following paragraph at the end of the section
                  titled "The Offer--Certain Legal Matters":

                  "Stockholder litigation. On August 11, 2004, General Bearing,
                  the Purchaser and all members of General Bearing's Board of
                  Directors were named defendants in a purported stockholder
                  class action lawsuit. The complaint was filed in the Delaware
                  Chancery Court and seeks, among other things, to preliminarily
                  and permanently enjoin the Offer. The Purchaser believes that
                  the complaint is without merit as to all of the defendants.
                  The Purchaser intends to vigorously defend against the
                  complaint."

ITEM 12.          EXHIBITS.

                  Item 12 is hereby supplemented by including the following
                  exhibits:

(a)(1)(xiii)      Text of Press Release issued by GBC Acquisition Corp. on
                  August 12, 2004.

(a)(5)            Complaint of David Cohen, Trustee for Integrated Legal and
                  Financial Problem Solvers, Inc. Defined Benefit Pension Plan
                  and Trust, individually and on behalf of others similarly
                  situated, against General Bearing Corporation, et al, filed in
                  the Court of Chancery of the State of Delaware for New Castle
                  County on August 11, 2004.

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

      N/A

<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 12, 2004


                                                     /s/ David L. Gussack
                                                     ---------------------------
                                                     David L. Gussack
                                                     August 12, 2004


                                                     /s/ Seymour I. Gussack
                                                     ---------------------------
                                                     Seymour I. Gussack
                                                     August 12, 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.*

(a)(1)(xiii)      Text of Press Release issued by GBC Acquisition Corp. on
                  August 12, 2004.**

(a)(5)            Complaint of David Cohen, Trustee for Integrated Legal and
                  Financial Problem Solvers, Inc. Defined Benefit Pension Plan
                  and Trust, individually and on behalf of others similarly
                  situated, against General Bearing Corporation, et al, filed in
                  the Court of Chancery of the State of Delaware for New Castle
                  County on August 11, 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.*

(b)(3)            Financing Proposal, dated May 24, 2004 by 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.

**    filed herewith.


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