<SUBMISSION>
<ACCESSION-NUMBER>0001193805-04-001158
<TYPE>SC TO-T/A
<PUBLIC-DOCUMENT-COUNT>3
<FILING-DATE>20040812
<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>04970920
</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>04970921
</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>e400680_sctota-gbc.txt
<DESCRIPTION>AMENDMENT NO. 3 TO SCHEDULE TO
<TEXT>

                       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.


                                      -4-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(1)(XIII)
<SEQUENCE>2
<FILENAME>e400680_ex99-a1xiii.txt
<DESCRIPTION>TEXT OF PRESS RELEASE
<TEXT>

                                                          Exhibit 99(a)(1)(xiii)

                                  NEWS RELEASE

GBC ACQUISITION CORP. ANNOUNCES STOCKHOLDER COMPLAINT OPPOSING TENDER OFFER FOR
STOCK OF GENERAL BEARING CORPORATION

WEST NYACK, NY, August 12, 2004 - GBC Acquisition Corp. today announced that on
August 11, 2004, General Bearing Corporation (NASDAQSC: GNRL) ("General
Bearing"), GBC Acquisition Corp. 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 GBC Acquisition Corp.'s cash
tender offer to acquire all of the outstanding common stock of General Bearing.

GBC Acquisition Corp. believes that the complaint is without merit as to all of
the defendants. GBC Acquisition Corp. and the other defendants intend to
vigorously defend against the complaint.

The offer and rights to withdraw tendered shares 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>
<DOCUMENT>
<TYPE>EX-99.(A)(5)
<SEQUENCE>3
<FILENAME>e400680_ex99-a5.txt
<DESCRIPTION>COMPLAINT OF DAVID COHEN
<TEXT>

                                                                Exhibit 99(a)(5)

                IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                          IN AND FOR NEW CASTLE COUNTY


---------------------------------------------------- X
DAVID COHEN, Trustee for INTEGRATED                  :
LEGAL AND FINANCIAL PROBLEM SOLVERS,                 :
INC. DEFINED BENEFIT PENSION PLAN AND                :
TRUST                                                :
                                                     :  C.A. No:
                                      Plaintiff,     :
                                                     :
                            v.                       :  CLASS ACTION COMPLAINT
                                                     :
GENERAL BEARING CORPORATION                          :
GBC ACQUISITION CORP.,                               :
SEYMOUR GUSSACK, DAVID GUSSACK,                      :
RONALD FETZER, BARBARA HENEGAN,                      :
PETER BAROTZ, NINA GUSSAK, and                       :
ROBERT E. BARUC,                                     :
                                                     :
                                      Defendants.    :
---------------------------------------------------- X

            Plaintiff alleges upon information and belief except as to paragraph
1 which plaintiff alleges upon knowledge, as follows:

            1. Plaintiff is and has at all times been the owner of common stock
of General Bearing Corporation ("General Bearing" or the "Company").

            2. General Bearing is a corporation duly organized and existing
under the laws of the State of Delaware, with its principal offices located at
44 High Street, West Nyack, New York, 10994. General Bearing manufacturers,
assembles and distributes a wide variety of bearing components and bearing
products.

            3. Defendant GBC Acquisition Corp. ("GBC") is a newly formed
corporation which will, in connection with the Proposed Transaction (as
described below), receive 2,461,908 or approximately 66% of the outstanding
shares of common stock of General Bearing.

<PAGE>

            4. Defendant Seymour Gussack is a Chairman of the Board of Directors
of General Bearing. Seymour Gussack co-owns and controls GBC.

            5. Defendant David Gussack, Seymour Gussack's son, is a Director of
General Bearing and its Chief Executive Officer. David Gussack co-owns and
controls GBC.

            6. Defendant Ronald Fetzer is a Director of General Bearing.

            7. Defendant Barbara Henegan is a Director of General Bearing.

            8. Defendant Peter Barotz is a Director of General Bearing.

            9. Defendant Nina Gussack is a Director of General Bearing. Nina
Gussack is the daughter of Seymour Gussack and the sister of David Gussack.

            10. Defendant Robert E. Baruc is a Director of General Bearing.
Robert E. Baruc is the son-in-law of Seymour Gussack and the brother-in-law of
David Gussack.

            11. The individual defendants, as officers and/or directors of
General Bearing, have a fiduciary relationship and responsibility to plaintiff
and the other public shareholders of General Bearing and owe to them the highest
obligations of good faith, loyalty, fair dealing, due care and candor, in this
"going private" transaction by management.

                            CLASS ACTION ALLEGATIONS

            12. Plaintiff brings this action individually and as a class action,
pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all
common shareholders of General Bearing, or their successors in interest, who are
being and will be harmed by defendants' actions described below (the "Class").
Excluded from the Class are defendants herein and any person, firm, trust,
corporation, or other entity related to or affiliated with any of defendants.

            13. This action is properly maintainable as a class action because:


                                      -2-
<PAGE>

                  a. The Class is so numerous that joinder of all members is
impracticable. There are hundreds of General Bearing shareholders of record and
many more beneficial owners who are located throughout the United States;

                  b. There are questions of law and fact which are common to the
Class, including: whether GBC, Seymour Gussack and David Gussack are acting in a
manner calculated to benefit themselves at the expense of General Bearing public
shareholders; and whether plaintiff and the other members of the Class would be
irreparably damaged if GBC is not enjoined from committing the wrongs complained
of herein;

                  c. Plaintiff is committed to prosecuting this action and has
retained competent counsel experienced in litigation of this nature. The claims
of plaintiff are typical of the claims of the other members of the Class and
plaintiff have the same interests as the other members of the Class.
Accordingly, plaintiff is an adequate representative of the Class and will
fairly and adequately protect the interests of the Class.

            14. The prosecution of separate actions by individual members of the
Class would create the risk of inconsistent or varying adjudications with
respect to individual members of the Class which would establish incompatible
standards of conduct of defendants, or adjudications with respect to individual
members of the Class which would as a practical matter be dispositive of the
interests of the other members not parties to the adjudications or substantially
impair or impede their ability to protect their interests.

            15. Defendants have acted, or refused to act, on grounds generally
applicable to, and causing injury to, the Class and, therefore, preliminary and
final injunctive relief on behalf of the Class as a whole is appropriate.


                                      -3-
<PAGE>

                             SUBSTANTIVE ALLEGATIONS

            16. In connection with the Proposed Transaction (as described
below), a management group, led by Seymour Gussack and David Gussack, will
contribute 2,461,908 shares of General Bearing common stock, representing
approximately 66% of the Company's common stock, to GBC, which is owned and
controlled by Seymour Gussack and David Gussack.

            17. On July 16, 2004, General Bearing announced that GBC had
proposed to acquire all of the General Bearing common stock it did not already
own for $4.00 per share (the "Proposed Transaction").

            18. As a result of their majority ownership of General Bearing, the
management group led by Seymour Gussack and David Gussack have voting control of
the Company and control its proxy machinery. Seymour Gussack and David Gussack
have selected and elected all of General Bearing's directors who are beholden to
them for their offices and the valuable perquisites which they enjoy therefrom.
Some of them are family members. In addition, the General Counsel of General
Bearing is the son-in-law of Seymour Gussack and the brother-in-law of David
Gussack.

            19. Defendants have clear and material conflicts of interest and are
acting to better their own interests at the expense of General Bearing's public
shareholders.

            20. General Bearing's Board of Directors has determined to,
purportedly, "remain neutral" with respect to the Proposed Transaction and is
not making a recommendation to the public shareholders whether to tender their
shares. Executive management and all directors collectively owned 2,128,613
shares of General Bearing as of June 30, 2003 or 52.3%. It is difficult for the
directors to remain "neutral" when indeed family interests would benefit from
the going private transaction.


                                      -4-
<PAGE>

            21. Seymour Gussack and David Gussack, through GBC, with the
acquiescence of the directors of General Bearing, are engaging in self-dealing
and not acting in good faith toward plaintiff and the other members of the
Class. By reason of the foregoing, GBC and the individual defendants have
breached and are breaching their fiduciary duties to the irreparable harm of the
members of the Class.

            22. GBC, as the vehicle through which the Proposed Transaction will
be affected, and by virtue of the controlling interest that it will receive in
connection with the Proposed Transaction is integral to the Individual
Defendants' breaches of their fiduciary duties.

            23. Plaintiff has no adequate remedy at law.

            WHEREFORE, plaintiff prays for judgment and relief as follows:

            A. Ordering that this action may be maintained as a class action and
certifying plaintiff as Class representative;

            B. Preliminarily and permanently enjoining Defendants and all
persons acting in concert with them, from proceeding with, consummating or
closing the Proposed Transaction;

            C. In the event the contemplated transaction is consummated,
rescinding it and setting it aside or awarding rescissory damages to the Class;

            D. Directing defendants to account to Class members for their
damages sustained as a result of the wrongs complained of herein;

            E. Awarding plaintiff the costs of this action, including a
reasonable allowance for plaintiff's attorneys' and experts' fees; and


                                      -5-
<PAGE>

            F. Granting such other and further relief as to the Court may seem
just and proper.

Dated: August 11, 2004

                                             ROSENTHAL, MONHAIT, GROSS
                                                 & GODDESS, P.A.


                                             By: /s/ Carmella P. Keener
                                                 -------------------------------
                                             Carmella P. Keener (DSBA No. 2810)
                                             919 North Market Street, Suite 1401
                                             Wilmington, Delaware 19899
                                             (302) 656-4433
                                             Attorney for Plaintiff

OF COUNSEL:

BERGER & MONTAGUE P.C.
1622 Locust Street
Philadelphia, PA  19103
(215) 875-3000


                                      -6-

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