EXHIBIT 10.13

             THE BANK OF NEW YORK COMMERCIAL CORPORATION
                     1290 Avenue of the Americas
                      New York, New York 10104

                                       March 7, 1997

General Bearing Corporation
Hyatt Railway Products Corp.
44 High Street
West Nyack, New York 10994
Attention: David Gussack

Gentleman:

        Reference is made to that certain Loan and Security
     Agreement dated December 20, 1993 (as same has been
     amended by (i) Amendment No. 1 to Loan and Security
     Agreement dated as of April ____, 1994, (ii) Amendment
     No. 2 to Loan and Security Agreement dated as of May
     31, 1994, (iii) Amendment No. 3 to Loan and Security
     Agreement dated as of November 14, 1994, (iv) Amendment
     No. 4 to Loan and Security Agreement dated as of June
     19, 1995, (v) Amendment No. 5 to Loan and Security
     Agreement dated as of March 1, 1996, (vi) Waiver and
     Amendment No. 6 to Loan and Security Agreement dated as
     of March 22, 1996, (vii) Waiver and Amendment No. 7 to
     Loan and Security Agreement dated as of September 25,
     1996, (vii) Amendment No. 8 to Loan and Security
     Agreement dated as of October 30, 1996 and as may be
     further amended, restated, supplemented or otherwise
     modified from time to time, the "Loan Agreement") by
     and among GENERAL BEARING CORPORATION ("General
     Bearing"), a Delaware corporation, HYATT RAILWAY
     PRODUCTS CORP. ("Hyatt"), a New York corporation, each
     having its principal place of business at 44 High
     Street, West Nyack, New York (General Bearing and Hyatt
     each a "Borrower" and jointly and severally referred to
     as "Borrowers") and THE BANK OF NEW YORK COMMERCIAL
     CORPORATION having its principal place of business at
     1290 Avenue of the Americas, New York, New York 10104
     ("Lender").  Unless otherwise defined herein, all
     capitalized terms used herein shall have the meanings
     set forth in the Loan Agreement.
     
        Borrowers have requested that Lender release each
     of David Gussack, Realty and World from certain of its
     obligations under its respective guaranty and/or
     security document, as applicable, and Lender is willing
     to do so on the terms and conditions set forth below.
     
        Subject to the receipt by Lender of a copy of this
     letter executed and agrees to by the Borrowers,
     Guarantors and World, Lender hereby proposes to: (A)
     amend (i) Section 1 of the Loan Agreement by deleting
     the term "Overadvance Amount" in its entirety and
     inserting "Internationally Omitted" in its entirely and
     inserting "Internationally Omitted" in its place and
     stead and (ii) Section 2 of the Loan Agreement by
     deleting subsection (a) (y) in its entirety and
     inserting the following in its place and stead:
     
        (y) an amount equal to the sum of:
     
        (i) Receivables Availability; plus

       (ii) Inventory Availability; minus               

      (iii) the aggregate amount of outstanding        
            Letters of Credit; minus
                               -----
 
       (iv) Such reserves as Lender may reasonably      
            deem proper and necessary from time to time.
     
        The sum of 2(a) (y) (i) plus (ii) minus (iv) shall
        be referred to as the "Formula Amount"; and 

     (B) release (i) Gussack from his obligations under the 
     Overadvance Guaranty, (ii) Realty from its obligations
     under the Mortgage and that certain Guaranty dated as
     of __________ ___, 1996 executed by Realty in favor of
     Lender (the "Realty Guaranty") and (iii) World from its
     obligations under the CD Pledge.
     
        If Borrowers are in agreement with the foregoing
     proposed amendment and releases, kindly execute, and
     have each Guarantor execute, a copy of this letter in
     the space provided for below and return same to Lender. 
     Upon receipt of a fully executed original of this
     letter, (i) Lender shall deliver to Realty a mortgage
     satisfaction with respect to the Real Property and
     return the proceeds of the CD Pledge to World and (ii)
     the Overadvance Guaranty and the Realty Guaranty shall
     be terminated and no further force and effect.
     
        Except as specifically amended herein, the Loan
     Agreement, and all other documents, instruments and
     agreements executed and/or delivered in connection
     therewith, shall remain in full force and effect, and
     are hereby ratified and confirmed. Except as expressly
     provided herewith, the execution, delivery and
     effectiveness of this letter shall not operate as a
     wavier of any right, power or remedy of Lender, nor
     constitute a wavier of any provision of the Loan
     Agreement, or any other documents, instruments or
     agreements executed and/or delivered thereunder or in
     connection therewith.
     
        This letter may be executed by the parties hereto
     in one or more counterparts, each of which shall be
     deemed an original and all of which taken together
     shall constitute one and the same agreement.  Any
     signature delivered by a party by facsimile
     transmission shall be deemed to be an original
     signature hereto.
     
                                    Very truly yours,
     
                                    THE BANK OF NEW YORK COMMERCIAL
                                    CORPORATION
     
                                    By: /s/Robert Nuytkens   
                                    Its: V.P.
     
     CONSENTED AND AGREED TO:
     
     GENERAL BEARING CORPORATION, as a
      Borrower and a Guarantor
     
     By:   /s/David Gussack
     Its: President
     
     
     HYATT RAILWAY PRODUCTS CORP., as a 
       Borrower and a Guarantor
     
     By:  /s/David Gussack
     Its: V.P.
     
     
     FISCO INDUSTRIES, LTD., as a Guarantor
     
     By:   /s/David Gussack  
     Its: President
     
     
     
            /s/ David Gussack        
     --------------------------------
     David Gussack, Limited Guarantor
     
     
     
     WORLD MACHINERY COMPANY, as Pledgor
     
     By:   /s/David Gussack
     Its: Treasures, Director