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                                                                  Exhibit 10.34


               SUPPLEMENT NO. 1 dated as of August 8, 1997 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, 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 "Administrative 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 delivered 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 signature page to this Supplement 
by facsimile transmission shall be as effective as delivery of a manually 
executed counterpart of this Supplement.

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     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.


                                       BREMEN BEARINGS, INC.,

                                          by /s/ Michael S. Gostomski
                                             ----------------------------------
                                             Name:  Michael S. Gostomski
                                             Title:  Executive Vice President
                                             Address: c/o 60 Round Hill Road
                                                      Fairfield, CT 06430



                                       CREDIT SUISSE FIRST BOSTON, as Collateral
                                       Agent,

                                          by /s/ Ira Lubinsky
                                             ----------------------------------
                                             Name:  IRA LUBINSKY
                                             Title:  VICE PRESIDENT

                                          by /s/ Julia P. Kingsbury
                                             ----------------------------------
                                             Name:  JULIA P. KINGSBURY
                                             Title:  ASSISTANT VICE PRESIDENT




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