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                                                                Exhibit 10.40

                    SUPPLEMENT NO.2 dated as of June 3, 1998 to 
           the Guarantee Agreement dated as of June 23, 1997, among each of 
           the subsidiaries listed on Schedule I thereto (each such 
           subsidiary individually, a "Guarantor" and collectively, the 
           "Guarantors") of ROLLER BEARING COMPANY OF AMERICA, INC., a 
           Delaware corporation (the "Borrower"), and CREDIT SUISSE FIRST 
           BOSTON, a bank organized under the laws of Switzerland, acting 
           through its New York branch, as collateral agent (in such 
           capacity, the "Collateral Agent") for the Secured Parties (as 
           defined in the Credit Agreement referred to below).

      A. Reference is made to the Credit Agreement dated as of June 23, 1997, 
as amended by Amendment No. 1 dated as of April 15, 1998 (as amended, 
supplemented or otherwise modified from time to time, the "Credit 
Agreement"), among the Borrower, the lenders from time to time party thereto 
(the "Lenders"), Credit Suisse First Boston, as administrative agent for 
the Lenders (in such capacity, the "Administrated Agent"), Collateral 
Agent and issuing bank (in such capacity, the "Issuing Bank").

      B. Capitalized terms used herein and not otherwise defined herein shall 
have the meanings assigned to such terms in the Guarantee Agreement and the 
Credit Agreement.

      C. The Guarantors have entered into the Guarantee Agreement in order to 
induce the Lenders to make Loans and the Issuing Bank to issue Letters of 
Credit, in each case to or for the account of the Borrower. Pursuant to 
Section 5.11 of the Credit Agreement, each Subsidiary of the Borrower that 
was not in existence or not a Subsidiary on the date of the Credit Agreement 
is required to enter into the Guarantee Agreement as a Guarantor upon 
becoming a Subsidiary. Section 20 of the Guarantee Agreement provides that 
additional Subsidiaries of the Borrower may become Guarantors under the 
Guarantee Agreement by execution and delivery of an instrument in the form of 
this Supplement. The undersigned Subsidiary of the Borrower (the "New 
Guarantor") is executing this Supplement in accordance with the requirements 
of the Credit Agreement to become a Guarantor under the Guarantee Agreement 
in order to induce the Lenders to make additional Loans and the Issuing Bank 
to issue additional Letters of Credit and as consideration for Loans 
previously made and Letters of Credit previously issued.

      Accordingly, the Collateral Agent and the New Guarantor agree as 
follows:

      SECTION 1. In accordance with Section 20 of the Guarantee Agreement, 
the New Guarantor by its signature below becomes a Guarantor under the 
Guarantee Agreement with the same force and effect as if originally named 
therein as a Guarantor and the New Guarantor hereby (a) agrees to all the 
terms and provisions of the Guarantee Agreement applicable to it as a 
Guarantor thereunder and (b) represents and warrants that the representations 
and warranties made by it as a Guarantor thereunder are true and correct on 
and as of the date hereof. Each reference to a "Guarantor" in the Guarantee 
Agreement shall be deemed to include the New Guarantor. The Guarantee 
Agreement is hereby incorporated herein by reference.

      SECTION 2. The New Guarantor represents and warrants to the Collateral 
Agent and the other Secured Parties that this Supplement has been duly 
authorized, executed and delievered by it and constitutes its legal, valid 
and binding obligation, enforceable against it in accordance with its terms.

      SECTION 3. This Supplement may be executed in counterparts, each of 
which shall constitute an original, but all of which when taken together 
shall constitute a single contract. This Supplement shall become effective 
when the Collateral Agent shall have received counterparts of this 
Supplement that, when taken together, bear the signatures of the New 
Guarantor and the Collateral Agent. Delivery of an executed 

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signature page to this Supplement by facsimile transmission shall be as 
effective as delivery of a manually executed counterpart of this Supplement.

      SECTION 4. Except as expressly supplemented hereby, the Guarantee 
Agreement shall remain in full force and effect.

      SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN 
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

      SECTION 6. In case any one or more of the provisions contained in this 
Supplement should be held invalid, illegal or unenforceable in any respect, 
the validity, legality and enforceability of the remaining provisions 
contained herein and in the Guarantee Agreement shall not in any way be 
affected or impaired thereby (it being understood that the invalidity of a 
particular provision hereof in a particular jurisdiction shall not in and of 
itself affect the validity of such provision in any other jurisdiction). The 
parties hereto shall endeavor in good-faith negotiations to replace the 
invalid, illegal or unenforceable provisions with valid provisions the 
economic effect of which comes as close as possible to that of the invalid, 
illegal or unenforceable provisions.

      SECTION 7. All communications and notices hereunder shall be in 
writing and given as provided in Section 14 of the Guarantee Agreement. All 
communications and notices hereunder to the New Guarantor shall be given to 
it at the address set forth under its signature below, with a copy to the 
Borrower.

      SECTION 8. The New Guarantor agrees to reimburse the Collateral Agent 
for its reasonable out-of-pocket expenses in connection with this Supplement, 
including the reasonable fees, disbursements and other charges of counsel for 
the Collateral Agent.

      IN WITNESS WHEREOF, the New Guarantor and the Collateral Agent have 
duly executed this Supplement to the Guarantee Agreement as of the day and 
year first above written.

                                       MILLER ACQUISITION CORP.,

                                        by /s/ Michael S. Gostomski
                                          ---------------------------------

                                          Name:  Michael S. Gostomski
                                          Title: Executive Vice President
                                             c/o Roller Bearing Company of 
                                                 America, Inc.
                                                 60 Round Hill Road
                                                 Fairfield, CT 06430


                                       CREDIT SUISSE FIRST BOSTON, as
                                       Collateral Agent,

                                        by
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                                           /s/ David W. Kratovil
                                          ---------------------------------

                                          Name:  David W. Kratovil
                                          Title: Director

                                        by /s/ Joel Glodowski
                                          ---------------------------------

                                          Name:  Joel Glodowski
                                          Title: Managing Director