UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

(Mark One)

     |X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                       For the quarter ended April 3, 2004

                                       OR

     |_| Transition Report Pursuant to Section 13 or 15(d) of the Securities
               Exchange Act of 1934 For the transition period from
                               ....... to .......

                         Commission file Number 0-22053

                           GENERAL BEARING CORPORATION
                           ---------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                              13-2796245
                --------                              ----------
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                Identification No.)

  44 High Street, West Nyack, New York                   10994
  ------------------------------------                   -----
(Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: (845) 358-6000

        Securities registered pursuant to Section 12(b) of the Act: NONE

           Securities registered pursuant to Section 12(g) of the Act:

                      Common Stock $.01 par value per share

                      -------------------------------------
                                (Title of class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. |X| Yes |_| No

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). |_| Yes |X| No

At May 12, 2004, the Registrant had issued 7,102,200 shares of common stock,
$.01 par value per share, and had outstanding 3,767,972 shares.

<PAGE>

          CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION
           FOR THE PURPOSES OF "SAFE HARBOR" PROVISIONS OF THE PRIVATE
                    SECURITIES LITIGATION REFORM ACT OF 1995

      The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements, which are statements other than those of
historical fact, including, without limitation, ones identified by the use of
the words: "anticipates," "estimates," "believes," "expects," "intends,"
"plans," "predicts," and similar expressions. In this Quarterly Report such
statements may relate to the recoverability of deferred taxes, likely industry
trends, the continued availability of credit lines, the suitability of
facilities, access to suppliers and implementation of joint ventures and
marketing programs. Such forward-looking statements involve important risks and
uncertainties that could cause actual results to differ materially from those
expected by the Company, and such statements should be read along with the
cautionary statements accompanying them and mindful of the following additional
risks and uncertainties possibly affecting the Company: the possibility of a
general economic downturn, which is likely to have an important impact on
historically cyclical industries such as manufacturing; significant price,
quality or marketing efforts from domestic or overseas competitors; the loss of,
or substantial reduction in, orders from a major customer; the loss of, or
failure to attain, additional quality certifications; changes in U.S. or foreign
government regulations and policies, including the imposition of antidumping
orders on the Company or any of its suppliers; a significant judgment or order
against the Company in a legal or administrative proceeding; and potential
delays in implementing planned sales and marketing expansion efforts and the
failure of their effectiveness upon implementation.

<PAGE>

                           GENERAL BEARING CORPORATION

                          QUARTERLY REPORT ON FORM 10-Q
                       FOR THE QUARTER ENDED APRIL 3, 2004

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I                                                                                        Page No.
<S>                                                                                              <C>
        Item 1.  Financial Statements.....................................................        2

        Item 2.  Management's Discussion and Analysis of Results of Operations and
                 Financial Condition......................................................        9

        Item 3.  Quantitative and Qualitative Disclosure about Market Risk................       14

        Item 4.  Controls and Procedures..................................................       16

PART II

        Item 1.  Legal Proceedings........................................................       17

        Item 6.  Exhibits and Reports on Form 8-K.........................................       17

Signature.................................................................................       18

Certifications............................................................................       19
</TABLE>


                                       1
<PAGE>

                           GENERAL BEARING CORPORATION
                                AND SUBSIDIARIES

Item 1.               CONDENSED CONSOLIDATED BALANCE SHEETS
              (In Thousands - Except for Shares and Per Share Data)

<TABLE>
<CAPTION>
                                                                                                     April 3,             January 3,
                                                                                                      2004                   2004
                                                                                                   -----------            ----------
                       ASSETS                                                                      (Unaudited)
<S>                                                                                                 <C>                    <C>
Current:
     Cash and cash equivalents                                                                      $  2,690               $  1,701
     Accounts receivable - net of allowance for doubtful
         accounts of $329 and $330                                                                    13,844                 12,378
     Inventories                                                                                      21,167                 22,637
     Prepaid taxes and taxes recoverable                                                                 835                  3,729
     Prepaid expenses and other current assets                                                         1,490                  1,864
     Advances to affiliates                                                                              121                     95
     Deferred tax assets                                                                               1,652                  1,652
                                                                                                    --------               --------

              Total current assets                                                                    41,799                 44,056

Fixed assets, net of accumulated depreciation                                                         20,840                 21,482
Investment in and advances to joint ventures
    and affiliates                                                                                     3,421                  3,362
Other assets                                                                                           1,328                  1,347
                                                                                                    --------               --------

Total Assets                                                                                        $ 67,388               $ 70,247
                                                                                                    ========               ========

         LIABILITIES AND STOCKHOLDERS' EQUITY
Current:
     Notes payable - banks                                                                          $  6,624               $  9,021
         Accounts payable:
         Trade                                                                                         5,164                  6,387
         Affiliates                                                                                    1,328                  1,683
     Accrued expenses and other current liabilities                                                    4,984                  4,844
     Current maturities of long-term debt                                                                405                    412
                                                                                                    --------               --------

              Total current liabilities                                                               18,505                 22,347
                                                                                                    --------               --------

Long-term debt, net of current maturities                                                             15,565                 15,266

Other long-term liabilities - affiliate                                                                   37                    124

Deferred taxes                                                                                           886                    886

Minority interests                                                                                     9,208                  9,153

Commitments and contingencies

Stockholders' equity:
     Preferred stock par value $.01 per share - 1,000,000
         shares authorized, none issued and outstanding                                                   --                     --
     Common stock par value $.01 per share - 19,000,000
         shares authorized, 7,102,200 shares issued                                                       71                     71
     Additional paid-in capital                                                                       40,133                 40,133
     Accumulated other comprehensive loss                                                               (800)                  (792)
     Treasury stock at cost, 3,336,228 and 3,348,228 shares                                           (1,401)                (1,438)
     Accumulated Deficit                                                                             (14,816)               (15,503)
                                                                                                    --------               --------

              Total stockholders' equity                                                              23,187                 22,471
                                                                                                    --------               --------

Total liabilities and stockholder's equity                                                          $ 67,388               $ 70,247
                                                                                                    ========               ========
</TABLE>

      See accompanying notes to condensed consolidated financial statements

                                       2
<PAGE>

                           GENERAL BEARING CORPORATION
                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              (In Thousands - Except for Shares and Per Share Data)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                      13 Weeks Ended
                                                                                                --------------------------
                                                                                                  April 3,      March 29,
                                                                                                    2004           2003
                                                                                                -----------    -----------
<S>                                                                                             <C>            <C>
Sales                                                                                           $    18,304    $    16,188

Cost of sales                                                                                        13,368         11,207
                                                                                                -----------    -----------

Gross profit                                                                                          4,936          4,981

Selling, general and administrative expenses                                                          3,453          3,085
                                                                                                -----------    -----------

Operating income                                                                                      1,483          1,896

Other expense, net                                                                                      369             60
                                                                                                -----------    -----------

Income from continuing operations before income taxes                                                 1,114          1,836

Income taxes                                                                                            385            548
                                                                                                -----------    -----------

Income from continuing operations before minority interests                                             729          1,288

Minority interests                                                                                       42            198
                                                                                                -----------    -----------

Income from continuing operations                                                                       687          1,090
                                                                                                -----------    -----------

Income / (loss) from discontinued operations                                                             --            (34)

Income taxes / (benefit)                                                                                 --            (12)
                                                                                                -----------    -----------

Income / (loss) from discontinued operations                                                             --            (22)
                                                                                                -----------    -----------
Net income                                                                                      $       687    $     1,068
                                                                                                ===========    ===========
Income per common share from continuing operations:
      Basic                                                                                     $      0.18    $      0.28
                                                                                                -----------    -----------
      Diluted                                                                                   $      0.18    $      0.28
                                                                                                -----------    -----------
Income / (loss) per common share from discontinued operations:
      Basic                                                                                     $      0.00    $      0.00
                                                                                                -----------    -----------
      Diluted                                                                                   $      0.00    $      0.00
                                                                                                -----------    -----------
Net income per common share:
      Basic                                                                                     $      0.18    $      0.28
                                                                                                -----------    -----------
      Diluted                                                                                   $      0.18    $      0.28
                                                                                                -----------    -----------
Weighted average number of common shares:
      Basic                                                                                       3,757,532      3,860,748
                                                                                                -----------    -----------
      Diluted                                                                                     3,758,705      3,861,335
                                                                                                -----------    -----------
</TABLE>

      See accompanying notes to condensed consolidated financial statements

                                       3
<PAGE>

                           GENERAL BEARING CORPORATION
                                AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (In Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    13 Weeks Ended
                                                           -------------------------------
                                                           April 3, 2004    March 29, 2003
                                                           -------------    --------------
<S>                                                        <C>              <C>
Net Income                                                 $         687    $        1,068
Derivative fair market value adjustment                               (8)               44
                                                           -------------    --------------
Comprehensive income                                       $         679    $        1,112
                                                           =============    ==============
</TABLE>

      See accompanying notes to condensed consolidated financial statements


                                       4
<PAGE>

                           GENERAL BEARING CORPORATION
                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            13 Weeks Ended
                                                                         --------------------
                                                                         April 3,   March 29,
                                                                          2004        2003
                                                                         --------   ---------
<S>                                                                      <C>         <C>
Cash flows from operating activities:
      Net income                                                         $   687     $ 1,068
      Adjustments to reconcile net income to cash
            provided by (used in) operating activities:
            Minority interests                                                42         198
            Depreciation and amortization                                    663         576
            Equity in income of joint ventures and affiliates                (59)       (103)
Changes in:
            Accounts receivable                                           (1,466)     (1,336)
            Inventories                                                    1,471         832
            Prepaid expenses and other assets                              3,071      (1,707)
            Due to (from) affiliates                                         531      (1,464)
            Accounts payable and accrued expenses                         (1,039)       (711)
                                                                         -------     -------
                  Net cash provided by (used in) operating activities      3,901      (2,647)
                                                                         -------     -------

Cash flows from investing activities:

      Investment in affiliate                                                 --        (281)
      Advances to affiliate                                                 (807)         --
      Fixed asset purchases                                                   --        (211)
                                                                         -------     -------
                  Net cash used in investing activities                     (807)       (492)
                                                                         -------     -------

Cash flows from financing activities:

      Purchase of treasury stock                                              --         (26)
      Increase (decrease) in note payable - banks                         (2,397)        737
      Repayment of other long-term debt                                      (57)        (52)
      Net proceeds from revolving credit facility                            349       2,860
                                                                         -------     -------

                  Net cash provided by (used in) financing activities     (2,105)      3,519
                                                                         -------     -------

Net increase in cash and cash equivalents                                    989         380

Cash and cash equivalents, beginning of period                             1,701       3,158
                                                                         -------     -------

Cash and cash equivalents, end of period                                 $ 2,690     $ 3,538
                                                                         =======     =======
Cash paid during the 13 weeks for:

      Interest                                                           $   360     $   384

      Income taxes                                                       $     1     $   106
</TABLE>

      See accompanying notes to condensed consolidated financial statements


                                       5
<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of       The accompanying unaudited condensed consolidated financial
   Presentation   statements for General Bearing Corporation and subsidiaries
                  ("the Company") have been prepared in accordance with
                  generally accepted accounting principles for interim financial
                  information and with the instructions to Form 10-Q and
                  Regulation S-X. Accordingly, they do not include all of the
                  information and footnotes required by generally accepted
                  accounting principles for complete financial statements. In
                  the opinion of management, all adjustments (consisting solely
                  of normal recurring accruals) considered necessary for a fair
                  presentation have been included. Operating results for the
                  thirteen weeks ended April 3, 2004 are not necessarily
                  indicative of the results that may be expected for the year
                  ending January 1, 2005. For further information, refer to the
                  consolidated financial statements and footnotes thereto
                  included in the Company's Annual Report on Form 10-K for the
                  fiscal year ended January 3, 2004.

2. Discontinued   The Company's Board of Directors and management adopted a plan
   Operations     in December 2002 to discontinue the operations of the machine
                  tool segment by sale of the assets during 2003. In accordance
                  with Statement of Financial Accounting Standards No. 144,
                  "Accounting for the Impairment or Disposal of Long Lived
                  Assets", prior year statements of operations of the Company
                  have been reclassified to segregate discontinued operations
                  from continuing operations.

                  In December 2003, the Company completed management's
                  previously adopted plan and disposed of the assets and
                  liabilities of General Ball & Roller, Inc. (formerly known as
                  WMW Machinery Company) and World Machinery Group's ("WMG")
                  interest in World Machinery Works, S.A., to two separate
                  entities that are majority owned by an officer of General
                  Bearing Corporation ("General").

                  The other assets of WMG were not successfully disposed of
                  during 2003 and management currently does not anticipate
                  disposing of them in the foreseeable future. While
                  collectively immaterial, the remaining assets and liabilities
                  of WMG, have been reclassified back to continuing operations
                  in 2003.


                                       6
<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3. Inventories    Inventories consist of the following: (In Thousands)

                                                April 3, 2004    January 3, 2004
                  --------------------------------------------------------------
                  Finished bearings                $ 9,234           $ 9,931
                  Bearing raw materials,
                  purchased parts and
                  work in process                   11,933            12,706
                  --------------------------------------------------------------
                                                   $21,167           $22,637
                  --------------------------------------------------------------

4. Earnings Per   Basic earnings per share includes no dilution and is computed
   Share          by dividing net income by the weighted average number of
                  common shares outstanding for the period. Diluted earnings per
                  share reflect, in periods in which they have a dilutive
                  effect, the dilution which would occur upon the exercise of
                  stock options. A reconciliation of the shares used in
                  calculating basic and diluted earnings per share follows:

                                                          13 Weeks Ended
                                                   -----------------------------
                                                   April 3, 2004  March 29, 2003
                                                   -----------------------------
                  Diluted earnings per share
                  computation:
                  Basic weighted average common
                  shares outstanding                 3,757,532       3,860,748
                  Incremental shares from assumed
                  exercise of dilutive options           1,173             587
                                                   -----------------------------
                                                     3,758,705       3,861,335
                                                   -----------------------------

                  For the thirteen weeks ended April 3, 2004 and March 29, 2003,
                  245,800 and 355,800 options outstanding, respectively, were
                  anti-dilutive.


                                       7
<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5. Derivative     The Company follows Statement of Financial Accounting
   Financial      Standards No. 133 ("SFAS 133") "Accounting for Derivative
   Instruments    Instruments and Hedging Activities", as amended, and
                  interpreted, which requires that all derivative instruments be
                  recorded on the balance sheet at their fair value.

                  In order to manage it's exposure to changes in interest rates,
                  the Company has entered into an interest rate swap agreement
                  to hedge a portion of its total long-term debt that is subject
                  to variable interest rates. This agreement is considered to be
                  a hedge against changes in the amount of future cash flows
                  associated with the interest payments on variable rate debt
                  obligations. For the thirteen weeks ended April 3, 2004 and
                  March 29, 2003, expenses recognized in earnings relating to
                  the interest rate swap totaled $96,000 and $104,000,
                  respectively, and are included in the Statement of Operations
                  in "Other income / expenses, net". Any amounts reported in
                  "Comprehensive Income" will be reclassified to earnings over
                  the term of the agreement, through 2007.

6. Litigation     Except as explained in Part II of this report, there have been
                  no material changes in litigation since the events reported in
                  the Company's 10-K for the fiscal year ended January 3, 2004.


                                       8
<PAGE>

Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition

There are no non-GAAP financial measures provided in this report.

Business Overview

Prior to 2004, General Bearing Corporation ("General") and subsidiaries
(collectively, the "Company") operated in two business segments: Bearings
("Continuing Operations") and Machine Tools ("Discontinued Operations"). Based
on several years of disappointing performance of the machine tools segment and
the Company's desire to focus its resources on its core business, the Company's
Board of Directors and management adopted a plan in December 2002 to discontinue
the operations of the machine tool segment by sale of the assets during 2003.
Accordingly, pursuant to Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long Lived Assets", the Company's
prior period financial statements have been reclassified to segregate
discontinued operations from continuing operations.

In December 2003, the Company completed management's previously adopted plan and
disposed of the assets and liabilities of General Ball & Roller, Inc. (formerly
known as WMW Machinery Company) and its interest in World Machinery Works, S.A.,
to two separate entities that are majority owned by an officer of General.

Continuing Operations

The Company manufactures and distributes a variety of bearings and bearing
components under the Hyatt(R) and The General(R) trademarks. The Company
supplies original equipment manufacturers ("OEMs") and distributors. The
Company's products, sold principally in the United States ("U.S.") and Asia, are
used in a broad range of applications, including automobiles, railroad cars,
locomotives, trucks, heavy duty trailers, office equipment, machinery and
appliances. General has entered into six joint ventures (5 with manufacturers in
the Peoples Republic of China ("PRC")) to enable it to manufacture high quality,
low cost bearings and bearing components. General obtains a majority of its
bearing and component requirements from its manufacturing plants in the PRC.

Trends and Uncertainties:

General's business model is based on providing low-cost, high-precision bearing
products to predominantly North American customers. The continued cost
consciousness of this customer base is a positive trend for the Company, which
the Company believes has resulted in increased sales in 2003 and the increased
sales volume to the automotive market over the past three years. The Company's
low-cost Chinese operations provide a competitive advantage for high-precision
bearing products. The Company believes this competitive advantage has created
opportunities for the Company to grow in 2004 and the future. The Company has
attributed the decline in sales to distributors over the past several years to
the downturn in U.S. manufacturing. The Company believes there are indications
that there will be a recovery in U.S. manufacturing and that its sales will grow
as a result of such recovery.


                                       9
<PAGE>

The major competition for the Company's lower cost products comes from three
evolving trends:

1. Established higher cost competitors also moving their production to low-cost
areas, such as China,

2. Customers establishing "buying" functions in China to pursue lower cost
direct purchases, and

3. Customers moving their complete assembly processes from North America to
China or other low-cost regions.

Other trends, events and areas of uncertainty which could materially affect the
Company include the following:

1. The increased global cost of steel has significantly increased the cost of
materials for manufacturing bearings. Additionally, the high demand for steel in
China has created a price increase in China that is even greater than the price
increase in North America. In the event the Company is not able to increase its
prices to reflect the increased cost of steel, the Company's operating income
and liquidity could be materially adversely affected.

2. The Company's business is based on low-cost, high-quality products from its
Chinese operations. The Company's cost of goods is based in part on the
valuation of the Chinese RMB versus the U.S. Dollar. There has recently been
much publicity about the possibility of the revaluation of the Chinese RMB
versus the U.S. Dollar. Should there be an adverse change in the exchange rate
of the RMB against the U.S. Dollar, GBC's competitive position, operating income
and cash flow will be adversely impacted.

3. Several major North American customers have slowed their payments over the
past year or two. Should a significant portion of the Company's current customer
base also move to slow payments, there could be a material adverse impact on the
Company's liquidity.

4. The Company's dependence on Chinese products for the supply of bearings and
bearing components creates an uncertainty and concentration risk. If for any
reason the Company was unable, or limited in its ability to continue to ship
product from China, it could experience a material disruption in supply, which
could materially adversely affect the Company's operations and liquidity.

5. In December 2003, the Chinese government reduced the Value Added Tax credit
for exports by 4%. This change effectively increased the cost of the Company's
products in China by 4%. If the Company is unable to increase its prices to
reflect the increased cost, there will be a material adverse affect on the
Company's operating income and liquidity.

6. Expected increases in sales volume may not result in a proportional increase
in cash flow as the Company may be required to use cash for working capital
associated with the growth in sales.


                                       10
<PAGE>

Results of Operations

      Sales. Sales for the first fiscal quarter ended April 3, 2004 ("2004") of
$18,304,000 represents a 13.1% increase compared to the first fiscal quarter
ended March 29, 2003 ("2003"). The largest increases were in tapered roller
bearings for heavy duty truck trailers, drive line components to the automotive
industry, and precision balls. There was also increased volume in distribution
and the heavy duty aftermarket. Lower sales volume of tapered journal bearings
to the railroad industry partially offset these increases.

      Gross Profit. Gross profit for 2004 of $4,936,000 represents a 0.1%
decrease compared to 2003. As a percentage of sales, gross profit ("GP%") was
27.0% for 2004 compared to 30.8% for 2003. The decrease in gross profit was
mainly due to material cost increases as a result of higher steel costs,
$142,000 in increased inventory provisions, and changes in product mix.

      Selling, General and Administrative Expenses. Selling, general and
administrative expenses ("S,G&A") as a percentage of sales were 18.9% in 2004
compared to 19.1% in 2003. S,G&A increased by $368,000 mainly due to increases
in salaries, professional fees, and travel expenses, partially offset by reduced
promotion and freight expenses.

      Operating Income. Operating income for 2004 of $1,483,000 represents a
21.8% decrease compared to 2003 primarily due to lower GP% as a result of
material cost increases and higher S,G&A, partially offset by higher sales
volume.

      Other expense, net. Other expense, net was $369,000 in 2004 compared to
$60,000 in 2003 and is comprised of miscellaneous non-operating income and
expenses, interest expense, and equity in income of affiliates ("equity income")
as follows: (In thousands)

                                      2004      2003
                                     -----     -----
Interest expense, net                $ 397     $ 170
Equity (income) in affiliates          (59)     (104)
Other non-operating expenses, net       31        (6)
                                     -----     -----
                                     $ 369     $  60

Pursuant to requirements imposed in 1993 by the United States Office of Foreign
Assets Control ("OFAC"), at the end of 2002 the Company carried a net payable
("IKL payable") to General IKL Corp., an affiliate. The requirement arose out of
sanctions imposed by the U.S. government on the countries comprising the former
Republic of Yugoslavia, "freezing" certain assets in the United States. In
February 2003, OFAC "unfroze" assets affected by the sanctions and the Company
reduced a significant portion of the IKL payable which the Company disputed
resulting in a $238,000 reduction in interest expense as of March 29, 2003.

      Income Tax. The Company recorded income tax expense of $385,000 in 2004
compared to $548,000 in 2003. The Company's effective income tax rate was 34.6%
in 2004 compared to 29.8% in 2003.


                                       11
<PAGE>

      Net Income. Net income for 2004 decreased 35.7% from 2003 to $687,000 or
$.18 per basic and diluted share, from $1,068,000 or $.28 per basic and diluted
share in 2003. The decrease is primarily due to lower GP%, increased S,G&A, and
increased other expenses, net, partially offset by increased sales volume.

Financial Condition, Liquidity and Capital Resources

      During the first quarter of 2004, the Company's primary sources of capital
have been net cash provided by operating activities and a Revolving Credit
Facility with KeyBank National Association ("Revolving Credit Facility"). During
the first quarter of 2003, the Company's primary source of capital was the
Revolving Credit Facility. The primary demands on the Company's capital
resources have been investments in, and advances to, affiliates (joint ventures)
and fixed asset purchases made to broaden the Company's product offering and
improve operations. At April 3, 2004 and January 3, 2004, the Company had
working capital of $23,294,000 and $21,709,000, respectively.

      Cash provided by operating activities in 2004 was $3,901,000. Cash
provided by net income before depreciation and amortization, reduced inventory
and reduced prepaid expenses and other assets primarily due to the collection of
taxes, was partially offset by increased accounts receivable, and reduced
accounts payable and accrued expenses.

      Cash used in investing activities in 2004 was $807,000. The Company loaned
$807,000 to Shanghai General Bearing Company, Ltd. ("SGBC"), one of it's
existing unconsolidated joint ventures in China. This loan has been converted to
equity in April 2004. In 2003, the Company invested $281,000 in SGBC. Cash used
in investing activities in 2003 also includes $211,000 for capital expenditures.

      Cash used in financing activities in 2004 was $2,105,000. During 2004, net
decreases in Notes payable - banks of $2,397,000, and $57,000 in payments under
it's capital lease facility were partially offset by a net increase in debt
under its revolving credit facility of $349,000.

      At April 3, 2004, the Company had outstanding debt of $9,530,000 under its
Revolving Credit Facility, which expires on July 31, 2006, and had further
availability of approximately $11.9 million. The Company is in compliance with
all of its loan covenants.

      The Company has not repurchased any shares of its common stock in 2004.
The Company has purchased 410,228 shares of it's common stock for a cost of
$1,472,000 since the inception of the Company's Stock Repurchase Program ("the
Program") on January 11, 2000. Of the 410,228 shares repurchased, 26,000 have
been reissued, primarily to the Board of Directors as part of their annual
compensation.

      The Company believes that funds generated from continuing operations,
capital lease financing and borrowing under the existing and any future
revolving credit facilities will be sufficient to finance the Company's
investment commitments, anticipated working capital and capital expenditure
requirements for at least the next 24 months. The Company's operating cash flow
could be adversely affected if there was a decrease in demand for the Company's
products or if the Company was unable to continue to reduce its inventory.


                                       12
<PAGE>

      The table and notes below describe the Company's contractual obligations
related to its liquidity. (In thousands)

[GRAPHIC OMITTED]



<TABLE>
<CAPTION>
                                                           Payments Due by Period
                                           ---------------------------------------------------
                                                        Less
                                                       than 1     1 - 3      4 - 5     After 5
                                            Total       year      years      years      years
                                           -------    -------    -------    -------    -------
<S>                                        <C>        <C>        <C>        <C>        <C>
Contractual Obligations:

Bank revolving line of credit              $ 9,530    $    --    $ 9,530    $    --    $    --

Notes payable - banks                        9,740      6,624      3,116         --         --

Capital lease obligations                      239        205         27          7         --

Other long-term liabilities - affiliate        180         --        180         --         --

Note payable - other                         2,905        200      2,705         --         --
                                           -------    -------    -------    -------    -------

Total obligations - per Balance Sheet       22,594      7,029     15,558          7         --

Off Balance Sheet items:

Operating leases                            12,601      1,365      3,653      1,281      6,302

Equity investment obligations                  443        443         --         --         --
                                           -------    -------    -------    -------    -------

Total contractual cash obligations         $35,638    $ 8,837    $19,211    $ 1,288    $ 6,302
                                           =======    =======    =======    =======    =======
</TABLE>

Notes payable - banks in the amount of $9,740,000 represents debts of the
Company's joint ventures, for which General is not liable. It is anticipated
that these debts will be paid by the joint ventures, to the extent possible,
from funds generated from their operations and the balance, if any, refinanced
with new bank debt.

Off Balance Sheet Arrangements

The Company believes that all material off balance sheet arrangements have been
included in the tabular disclosure of contractual obligations.


                                       13
<PAGE>

Item 3. Quantitative and Qualitative Disclosure about Market Risk

      The Company is subject to market risk primarily associated with changes in
interest rates and foreign currency exchange rates. In order to manage the
volatility relating to interest rates, the Company has entered into an interest
rate swap agreement. In order to manage the volatility relating to foreign
currency exchange rates the Company denominates substantially all purchase and
sale transactions in U.S. dollars. The Company does not anticipate any material
changes in its primary market risk exposures in the near future.

The Company does not execute transactions or hold derivative financial
instruments for trading purposes.

Interest Rate Risk

      The Company's primary market risks are fluctuations in interest rates and
variability in interest rate spread relationships (i.e., prime to LIBOR spreads)
on its bank debt and interest rate swap. As of April 3, 2004, the Company had
$6,075,000 outstanding subject to an interest rate swap. This swap is used to
convert floating rate debt relating to the Company's revolving credit agreement
to fixed rate debt to reduce the Company's exposure to interest rate
fluctuations. The net result was to substitute a fixed interest rate of 9.17%
for the variable rate. The swap amortizes by $75,000 per month and terminates in
December 2007. Under the interest rate environment during the thirteen weeks
ended April 3, 2004, the Company's interest rate swap agreement resulted in
additional expense of approximately $96,000.

      The following table provides information about the Company's interest rate
swap agreement that is sensitive to changes in interest rates. The table
presents average notional amounts and weighted average interest rates by fiscal
year. Notional amounts are used to calculate the contractual cash flows to be
exchanged under the swap contract.

<TABLE>
<CAPTION>
                                                                                                  Fair
                                2004         2005         2006         2007         Total         Value
<S>                             <C>          <C>          <C>          <C>          <C>            <C>
In Thousands
Interest Rate Swaps
  Variable to Fixed (US$)       5,812        4,912        4,012        3,112        6,075          800
    Average Pay Rate             9.17%        9.17%        9.17%        9.17%        9.17%
    Average Receive Rate         3.40%        3.90%        4.50%        5.00%
</TABLE>



                                       14
<PAGE>

The following table provides information about the Company's variable rate debt.

<TABLE>
<CAPTION>
                                                                                                                    Fair
                                 2004          2005          2006          2007          2008          Total        Value
<S>                             <C>           <C>           <C>           <C>           <C>            <C>          <C>
In Thousands
Debt:
  Variable Rate (US$)           12,431        11,005        11,014        10,500        10,000         9,530        9,530
    Average Interest Rate         3.50%         4.00%         4.60%         5.10%         6.00%         3.15%
</TABLE>

      The Company's management believes that fluctuations in interest rates in
the near term would not materially affect the Company's consolidated operating
results, financial position or cash flows as the Company has limited risks
related to interest rate fluctuations.

Foreign Currency Risk

      The Company does not use foreign currency forward exchange contracts or
purchased currency options to hedge local currency cash flows or for trading
purposes. All sales arrangements from domestic companies with international
customers are denominated in U.S. dollars. Only a small fraction of the
Company's purchases are denominated in foreign currency. General purchases
approximately $2,500,000 of product monthly from its Chinese joint ventures,
which use proceeds thereof, to satisfy locally incurred liabilities in Renminbi
(RMB). Had there been an adverse 10% fluctuation between the exchange rate of
the U.S. dollar and the RMB, it would have resulted in a potential loss of
earnings of approximately $750,000 for the thirteen weeks ended April 3, 2004.


                                       15
<PAGE>

Item 4. Controls and Procedures

As of the end of the period covered by this report, the Company has evaluated
the effectiveness of the design and operation of its "disclosure controls and
procedures" ("Disclosure Controls"). This evaluation ("Controls Evaluation") was
done under the supervision and with the participation of management, including
the Chief Executive Officer ("CEO") and Controller. The Company's management,
including the CEO and Controller, does not expect that its Disclosure Controls
or its "internal control over financial reporting" ("Internal Controls") will
prevent all error and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of any
system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions;
over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost effective control system,
misstatements due to error or fraud may occur and not be detected. The Company
conducts periodic evaluations of its Internal Controls to enhance, where
necessary, its procedures and controls.

Conclusions: Based upon the Controls Evaluation, the CEO and Controller have
concluded that, subject to the limitations noted above, the Disclosure Controls
are effective in reaching a reasonable level of assurance that management is
timely alerted to material information relating to the Company during the period
when its periodic reports are being prepared. In accordance with SEC
requirements, the CEO and Controller note that, since the date of the Controls
Evaluation to the date of this report, there have been no significant changes in
Internal Controls or in other factors that could significantly affect Internal
Controls, including any corrective actions with regard to significant
deficiencies and material weaknesses, except as follows:

Following the Company's discovery of the conduct at SGBC which formed the basis
of the lawsuit and arbitration proceeding described in the Company's 10-K dated
April 19, 2004, the Company has taken the following measures: (a) replacement of
the individuals who it determined were involved in the wrongful conduct; and (b)
implementation of a dual signature requirement for certain SGBC expenditures.

Notwithstanding the conclusions drawn by the CEO and Controller in the paragraph
above, the Company believes that disclosure controls can be enhanced through the
employment of a financial controller in China. However, the Company has had
difficulty in locating a qualified financial controller in China over the past
two years, and has recently retained a recruiting firm to assist in finding a
suitable financial controller, in China, responsible for financial oversight and
reporting of the joint ventures.


                                       16
<PAGE>

                                     PART II

Item 1. Legal Proceedings.

      There have been no material developments in any of the Company's legal
matters subsequent to the events reported in the Company's 10-K filed April 19,
2004.

Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits

      31.1 Certification of the CEO required by Rule 13a - 14(a) or 15d - 14(a),
      as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

      31.2 Certification of the Controller required by Rule 13a - 14(a) or 15d -
      14(a), as adopted pursuant to Section 302 of the Sarbanes Oxley Act of
      2002.

      32. Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes Oxley Act of 2002.

(b)   Current Reports on Form 8-K The Company did not file any reports on Form
      8-K for the quarter ended April 3, 2004. On April 28, 2004, the Company
      filed a Form 8-K reporting that it received a letter from a group of
      current stockholders led by Seymour I. Gussack, Chairman of the Company's
      Board of Directors, David L. Gussack, Chief Executive Officer and
      Director, and Directors Robert E. Baruc and Nina M. Gussack, expressing
      the group's consideration of taking the Company private through a tender
      offer for all of the outstanding shares of the Company not owned by the
      group.


                                       17
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Quarterly Report on Form 10-Q to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date: May 18, 2004

GENERAL BEARING CORPORATION
(Registrant)


/s/ David L. Gussack
----------------------------
David L. Gussack
President


/s/ Rocky Cambrea
----------------------------
Rocky Cambrea
Controller


                                       18