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 September 26, 1998

                                       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: (914) 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
<PAGE>

At November 10, 1998, the Registrant had issued and outstanding 3,918,950 shares
of common stock, $.01 par value per share.
<PAGE>

          CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION
               FOR THE PURPOSE 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," "expects," "intends," "plans," "predicts,"
and similar expressions. In this Quarterly Report such statements may relate,
among other things, 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, quantity 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;
potential delays in implementing planned sales and marketing expansion efforts
and the failure of their effectiveness upon implementation; and various adverse
effects of the "Year 2000" problem.
<PAGE>

                           GENERAL BEARING CORPORATION

                          QUARTERLY REPORT ON FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 26, 1998

                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------
PART I
     Item 1.   Financial Statements .................................... 2 - 5

     Item 2.   Management's Discussion and Analysis of Financial 
                   Condition and Result of Operations................... 6 - 8

PART II
     Item 1.   Legal Proceedings........................................ 9
     Item 5.   Other Information........................................ 9
     Item 6.   Exhibits and Reports on Form 8-K......................... 10

Signature      ......................................................... 11


                                                                               1
<PAGE>

                             FINANCIAL STATEMENTS OF
                           GENERAL BEARING CORPORATION
                                AND SUBSIDIARIES

Item 1.                    CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  Sept. 26,     December 27,
                                                                    1998            1997
                                                                ------------    ------------
<S>                                                             <C>             <C>         
                         ASSETS                                  (Unaudited)
Current:
   Cash                                                         $    111,561    $    117,941
   Accounts receivable - trade, less allowance for doubtful
      accounts of $235,000 and $235,000                            6,609,503       5,473,096
   Inventories                                                    15,789,994      11,747,009
   Prepaid expenses and other current assets                         855,046         878,745
   Advances to parent and affiliates                               1,634,663       2,178,261
                                                                ------------    ------------
         Total current assets                                     25,000,767      20,395,052
                                                                ------------    ------------
Fixed assets, net                                                  2,941,405       2,387,062
                                                                ------------    ------------
Investments and advances:
   Investments in affiliates                                       1,649,059         712,717
   Advances to affiliate                                             398,037         398,037
                                                                ------------    ------------
                                                                   2,047,096       1,110,754
                                                                ------------    ------------
Deferred tax asset, net                                            1,700,000       2,880,000
                                                                ------------    ------------
Other assets                                                          26,207          28,954
                                                                ------------    ------------
Total Assets                                                    $ 31,715,475    $ 26,801,822
                                                                ============    ============
      LIABILITIES AND STOCKHOLDERS' EQUITY
Current:
   Note payable - bank                                          $  9,022,260    $  5,439,707
   Accounts payable:
      Trade                                                        1,532,969       1,313,851
      Affiliate                                                           --         263,160
      Parent                                                              --         251,750
   Accrued expenses and other current liabilities                  1,000,755       1,938,654
   Current maturities of long-term debt - Bank                       222,840       1,002,900
   Current maturities of long-term debt - Parent                   1,250,142       1,250,142
                                                                ------------    ------------
         Total current liabilities                                13,028,966      11,460,164
                                                                ------------    ------------
Long-term debt, less current maturities:
   Bank                                                              612,930              --
   Other                                                             503,550              --
   Affiliate                                                         942,019         909,973
                                                                ------------    ------------
         Total long-term liabilities                               2,058,499         909,973
                                                                ------------    ------------
Commitments and contingencies

Stockholders' equity:
   Preferred stock par value $.01 per share - shares
      authorized 1,000,000 none issued and outstanding                    --              --
   Common stock par value $.01 per share - shares
      authorized 19,000,000, issued and outstanding 3,918,950
      and 3,900,000 shares                                            39,190          39,000
   Additional paid-in capital                                     28,724,850      28,592,387
   Deficit                                                       (12,136,030)    (14,199,702)
                                                                ------------    ------------
         Total stockholders' equity                               16,628,010      14,431,685
                                                                ------------    ------------
Total liabilities and stockholder's equity                      $ 31,715,475    $ 26,801,822
                                                                ============    ============
</TABLE>

      See accompanying notes to condensed consolidated financial statements


                                                                               2
<PAGE>

                             FINANCIAL STATEMENTS OF
                           GENERAL BEARING CORPORATION
                                AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                  Thirty-nine weeks ended           Thirteen weeks ended
                                               ----------------------------    ----------------------------
                                                 Sept. 26,       Sept. 27,      Sept. 26,       Sept. 27,
                                                   1998            1997            1998            1997
                                               ------------    ------------    ------------    ------------
<S>                                            <C>             <C>             <C>             <C>         
Sales                                          $ 32,730,090    $ 31,596,090    $ 11,382,346    $ 10,527,246
Cost of sales                                    22,308,361      21,741,573       7,818,250       7,163,000
                                               ------------    ------------    ------------    ------------
Gross profit                                     10,421,729       9,854,517       3,564,096       3,364,246
Selling, general and administrative expenses      6,821,894       6,494,541       2,170,858       2,065,420
                                               ------------    ------------    ------------    ------------
Operating income                                  3,599,835       3,359,976       1,393,238       1,298,826
Interest, net                                       563,327         753,708         209,568         256,202

Gain on Sale of Equipment                          (350,164)             --         (54,924)             --
                                               ------------    ------------    ------------    ------------
Income before income taxes                        3,386,672       2,606,268       1,238,594       1,042,624

Income tax (Benefit)                              1,323,000      (1,131,000)        471,000        (375,000)
                                               ------------    ------------    ------------    ------------
Net income                                     $  2,063,672    $  3,737,268    $    767,594    $  1,417,624
                                               ============    ============    ============    ============
Net income per common share:
     Basic                                     $       0.53    $       0.99    $       0.20    $       0.36
                                               ------------    ------------    ------------    ------------
     Diluted                                   $       0.52    $       0.98    $       0.20    $       0.35
                                               ------------    ------------    ------------    ------------
Weighted average number of common shares
     Basic                                        3,913,376       3,764,835       3,918,950       3,900,000
                                               ------------    ------------    ------------    ------------
     Diluted                                      3,992,067       3,823,887       3,926,382       4,077,155
                                               ------------    ------------    ------------    ------------
</TABLE>

      See accompanying notes to condensed consolidated financial statements


                                                                               3
<PAGE>

                             FINANCIAL STATEMENTS OF
                           GENERAL BEARING CORPORATION
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   Thirty-nine weeks ended
                                                                 --------------------------
                                                                  Sept. 26,      Sept. 27,
                                                                    1998           1997
                                                                 -----------    -----------
<S>                                                              <C>            <C>        
Cash flows from operating activities:
    Net income                                                   $ 2,063,672    $ 3,737,268
    Add (deduct) noncash items charged (credited) to income:
        Deferred income taxes                                      1,180,000     (1,185,000)
        Depreciation and amortization                                423,818        375,700
        Gain on sale of assets                                      (350,164)      (254,396)
    Add (deduct) changes in operating assets and liabilities:
        Accounts receivable                                       (1,136,407)      (732,345)
        Inventories                                               (4,042,985)       123,360
        Prepaid expenses and other assets                             23,875       (231,348)
        Due to (from) affiliates                                     211,217     (1,871,175)
        Accounts payable and accrued expenses                       (368,618)      (575,479)
                                                                 -----------    -----------
           Net cash provided by (used in) operating activities    (1,995,592)      (613,415)
                                                                 -----------    -----------
Cash flows from investing activities:
    Investments in Joint Ventures, net                              (936,342)            --
    Equipment purchases                                             (975,589)      (599,098)
    Sale of Equipment                                                694,304        549,800
                                                                 -----------    -----------
           Net cash used in investing activities:                 (1,217,627)       (49,298)
                                                                 -----------    -----------
Cash flows from financing activities:
    Sale of common stock, net                                        132,653      4,946,867
    Repayment of long-term debt - bank                              (167,130)      (167,130)
    Increase / (Decrease) in note payable - bank                   3,582,553     (3,492,018)
    Increase in other long-term debt                                 503,550             --
    Change in Due to/(from) Parent                                  (844,787)       989,597
    Repayment of long-term debt - Parent                                  --     (1,500,000)
                                                                 -----------    -----------
         Net cash provided by financing activities                 3,206,839        777,316
                                                                 -----------    -----------
Net (decrease) increase in cash                                       (6,380)       114,603
Cash, beginning of period                                            117,941         12,969
                                                                 -----------    -----------
Cash, end of period                                                  111,561    $   127,572
                                                                 ===========    ===========
Cash paid during the period for:
    Interest                                                     $   599,000    $   898,000
                                                                 ===========    ===========
    Income Taxes                                                 $    56,000    $    54,000
                                                                 ===========    ===========
</TABLE>

      See accompanying notes to condensed consolidated financial statements


                                                                               4
<PAGE>

                             FINANCIAL STATEMENTS OF
                           GENERAL BEARING CORPORATION
                                AND SUBSIDIARIES

1. Basis of             The accompanying unaudited condensed consolidated       
   Presentation   financial statements 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    
                  thirty-nine weeks ended September 26, 1998 are not necessarily
                  indicative of the results that may be expected for the year   
                  ending January 2, 1999. 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
                  year ended December 27, 1997.

2. Litigation           There has been no material change in litigation from the
                  quarter ended June 27, 1998, except as specified in Part II,
                  Item 1.

3. Stockholder's        The change in stockholder's equity is comprised as
   Equity         follows: 

                        Common        Paid-in         Deficit              Total
                         Stock        Capital                      Stockholder's
                                                                          Equity
                     ------------   ------------    ------------   -------------
Balance,
December 27, 1997    $     39,000   $ 28,592,387    ($14,199,702)  $  14,431,685

Proceeds from
Exercise of 18,950
Stock Options                 190        132,463                         132,653

Net Income                                             2,063,672       2,063,672
                     ------------   ------------    ------------   -------------
Balance,
September 26, 1998
                     $     39,190   $ 28,724,850    ($12,136,030)  $  16,628,010
                     ============   ============    ============   =============


                                                                               5
<PAGE>

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

Results of Operations

      Sales. Sales for the third fiscal quarter of 1998 were $11,382,346, an
increase of $855,100 or 8.1% compared to the same period in 1997. On a
year-to-date basis, sales were $32,730,090, an increase of $1,134,000 or 3.6% as
compared to the same period in 1997. Sales volume increases in tapered roller
bearings, tapered journal bearings, "special" and automotive ball bearings, and
ball transfers were offset by decreased sales of certain standard ball bearings
and mounted units. Mounted units was a product line eliminated by the Company as
of December 31, 1997. During the quarter, the Company's achievement of full
contract volume with Ford Motor Company more than compensated for the negative
impact of the strike at General Motors Corp. Looking ahead, an expiring contract
with one customer will not be renewed for one of the part numbers contained
therein. Through the end of the third quarter of 1998, sales of this item
represent approximately 5% of revenue. The Company anticipates that it will
continue to supply this item until the first or second quarter of 1999.

      Gross Profit. Gross profit for the quarter was $3,564,096 compared to
$3,364,246 in the third fiscal quarter in 1997. On a year-to-date basis, gross
profit was $10,421,729 compared to $9,854,517 in 1997. As a percentage of sales,
gross profit was 31.3% compared to 32.0% in the third fiscal quarter of 1997. On
a year-to-date basis, gross profit as a percentage of sales increased to 31.8%
compared to 31.2% in 1997. This increase resulted in part from the
implementation of a program to increase efficiency in plant operations. This
program entailed the consolidation of operations at the Company's West Nyack,
New York facility which resulted in a significant reduction of plant personnel
and simplification of tooling and quality control functions. The increase in
gross profit as a percentage of sales also reflects a 5% price increase in the
Distributor Bearing Division, as well as the Company's strategy to de-emphasize
sales of low margin commodity bearings. Additionally, the Company increased
sourcing from joint ventures and believes that the improvement in gross profit
as a percentage of sales reflects, in part, savings associated with this lower
cost sourcing method. The reduction in gross profit percentage of sales for the
quarter is primarily due to product mix resulting from growth in our sales to
original equipment manufacturers combined with softness in the industrial
distribution aftermarket.

      Selling, General and Administrative Expenses. Selling, general and
administrative expenses as a percentage of sales were 19.1% compared to 19.6% in
the third fiscal quarter in 1997. This reduction reflects the effect of the
increased sales volume. On a year-to-date basis, selling, general and
administrative expenses were 20.8% compared to 20.6% in 1997. Such percentage
increases on a year-to-date basis reflect a $327,353 increase of expenditures
primarily attributable to increases in travel, salaries, commissions and
professional fees, partially offset by the elimination of one time move/closing
expenses relating to the New Jersey plant consolidation into New York, incurred
in 1997.

      Interest Expense. Interest expense as a percentage of sales was 1.8%
compared to 2.4% in the third fiscal quarter in 1997. On a year-to-date basis,
interest expense decreased to 1.7% compared to 2.4% in 1997. This decrease in
interest expense is primarily due to a reduction in average debt achieved
through continued earnings and the public offering of the Company's stock in
1997 as well as lower interest rates in 1998.

      Income Tax (Benefit). For the third fiscal quarter of 1998, the Company
had a tax expense of $471,000 compared to a tax benefit of ($375,000) for the
third quarter of 1997. The tax benefit in 1997 related to the creation of a
deferred tax asset related to the anticipated use of net operating loss carry
forwards, while the $471,000 tax expense reflects a normal rate of taxation. On
a year-to-date basis, the Company has set up a provision for taxes totaling
$1,323,000 in 1998 compared to a tax benefit of ($1,131,000) in 1997.


                                                                               6
<PAGE>

      Net Income. Income before taxes is up 18.8% and 29.9% over the third
quarter and year to date 1997 periods, respectively. Net income for the third
fiscal quarter of 1998 decreased to $767,594, or $0.20 per common share, from
$1,417,624, or $0.36 per common share a year ago, principally as a result of the
accrual for income taxes in 1998 as compared to the tax benefit recorded in
1997. On a year-to-date basis, net income decreased to $2,063,672 or $0.53 per
common share in 1998 from $3,737,268 or $0.99 per common share in 1997.

Financial Condition, Liquidity and Capital Resources

      The Company's primary sources of capital have been net cash provided by
operating activities, a term loan, sale of common stock and financing from
affiliates. Working capital requirements also have been financed by a Revolving
Credit Facility. The primary demands on the Company's capital resources have
been the need to fund inventory and receivables growth created in normal
business expansion. During April, 1998, the Company requested and obtained an
extension of both the amortization of the Term Loan and the termination of the
Revolving Credit Facility to April 7, 2000.

      Cash used in operating activities during the first nine months of 1998 was
$1,995,592. Cash provided from net income and deferred income taxes was offset
by increased inventory and accounts receivable. The primary reasons for the
inventory increase are to support current and future demand for automotive ball
bearings and truck size tapered roller bearings.

      Investment in Affiliates increased by $1,000,000 due to the Company's one
third ownership of a new joint venture, "Ningbo General Bearing Co. Ltd."
(NGBC). The Company anticipates that NGBC will supply competitively priced, high
quality bearings to the Company for resale. Investment in Affiliates also
increased by $150,192 for the Company's equity in Shanghai Pudong General
Bearing Co. Ltd. The Company's Investment in Shanghai General Bearing Co. Ltd.
was decreased $213,850 due to an equity distribution received during the third
fiscal quarter of 1998. Additional cash used in investing activities of $975,589
for capital expenditures was offset by receipt of $694,304 for equipment sold to
an affiliate.

      At September 26, 1998, the Company had outstanding debt of $9,022,260
under its Revolving Credit Facility and had further availability of
approximately $2.0 million. Additionally, the Company financed $503,550 of its
fixed asset purchases via capital lease.

      The Company believes that funds generated from continuing operations,
capital lease financing and borrowings under the Revolving Credit Facility will
be sufficient to finance the Company's anticipated working capital and capital
expenditure requirements for at least the next 24 months.

Year 2000 Compliance

      The "Year 2000" problem refers to and arises from deficient computer
programs and related products, such as embedded chips, which do not properly
recognize or process a year that begins with "20" instead of "19". If not
corrected, many computer applications could fail or create erroneous results.
The extent of the


                                                                               7
<PAGE>

potential impact of the Year 2000 problem is not yet known, and if not timely
corrected, it could affect the global economy.

A. The Company's Readiness:

      1. (I) Information Technology (IT) systems: The Company has conducted a
comprehensive review of its computer systems to identify those that could be
affected by the Year 2000 issue. The Company's operating system and database
system are Year 2000 compliant. The Company presently believes that with minor
modifications (conversion and testing in progress) to existing software, the
Year 2000 problem will not pose significant operational problems for the
Company's computer systems as so modified. (ii) Non IT systems: Non IT systems
are those which typically include "embedded" technology such as microcontrollers
and chips. The Company currently is in the process of evaluating the effect of
the Year 2000 problem on non IT systems. The Company believes that all necessary
modifications to software and non-IT systems, if any, will be complete by the
end of 1998.

      2. Third Parties: Due to the pervasive use of computers by the Company in
its dealings with suppliers, customers, financial institutions, and other third
parties, the Year 2000 problem could have a material impact on the Company if
not timely addressed by such third parties. To assess third party readiness, the
Company has surveyed its principal suppliers and financial institutions and
received responses which indicate that all such parties have adequately
addressed the problem. While the company has not surveyed its customers, it has
received surveys from its principal customers which indicate that they are also
addressing the problem.

B. Cost: The Company has not allocated anticipated year 2000 remediation costs
among the various systems which may be affected but believes that total
remediation costs will be immaterial.

C. Risks: The Company believes that the greatest risk presented by the year 2000
problem is from third parties, such as suppliers, financial institutions,
utility providers, etc. who may not have adequately addressed the problem. A
failure of any such third party's computer or other applicable systems in
sufficient magnitude could materially and adversely affect the Company. The
Company is not presently able to quantify this risk but believes that it is
minimal based upon the surveys it has conducted.

D. Contingency Plans: While the Company has no year 2000 contingency plans, per
se, and does not intend to create one, any problems encountered will be
addressed as expeditiously and efficiently as the circumstances permit.
Additionally, the Company normally keeps written back-up of all material
transactions which should facilitate continuation of business operations and
remediation of data loss in the event of a system failure.


                                                                               8
<PAGE>

                                     PART II

Item 1. Legal Proceedings

The Timken Company vs. United States

The Company's 10-K for F/Y 1997 disclosed actions by the Timken Company
("Timken") in the Court of International Trade challenging the Department of
Commerce's final determinations of the 4th, 5th, 6th, 7th and 8th annual reviews
under the antidumping order covering tapered roller bearings from the People's
Republic of China. The Company's 10-Q for the 2nd quarter, 1998, disclosed the
Court of International Trade's ruling on May 27, 1998, remanding certain issues
(in the 4th, 5th and 6th reviews) to the Department of Commerce for
redetermination.

On August 25, 1998, the Department of Commerce issued the final results of its
redeterminations of the issues remanded. Those redeterminations had no impact on
the Company as they did not materially affect the antidumping margins of the
Company's joint venture Shanghai General Bearing Company, Ltd. ("SGBC") and had
no impact on SGBC's partial revocation of the Antidumping Order covering tapered
roller bearings from the People's Republic of China.

In Timken's action in the Court of International Trade challenging the
Department of Commerce's final antidumping determinations in the 7th review
period (1993-1994) and SGBC's partial revocation, oral argument was heard on
Timken's motion for judgment on the agency record on July 29th, 1998, and the
parties are awaiting a ruling.

WMW et. al. v.s. WEMEX et. al.

Settlement of this matter was reported in the Company's 10-Qs for the first and
second quarters of 1998.

Gussack Realty Company and General Bearing Corporation vs. Xerox

There have been no material developments in this matter since the events
reported in the Company's 10-Q for the second quarter of 1998.

Item 5. Other Information

The Fiscal 1998 Year End will occur on January 2, 1999. This 53 week year will
allow for a year end as close as possible to the calendar year end and is
necessitated by our usage of a 4-4-5 accounting methodology. The Company does
not believe that this will have a material impact on the fourth quarter or
annual results.

Item 6. Exhibits and Reports on Form 8-K

      (a) Exhibit 27. Financial Data Schedule

      (b) The Registrant has not filed any reports on Form 8-K during the
quarter ended September 26, 1998.


                                                                               9
<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: November 10, 1998.

GENERAL BEARING CORPORATION
(Registrant)


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


  /s/ Barry A. Morris
------------------------------
Barry A. Morris
Chief Financial Officer


                                                                              10