AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                 ON JANUARY 16, 1998

       ====================================================================

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                   ---------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                   ---------------

                             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 Number)

                                    44 HIGH STREET
                             WEST NYACK, NEW YORK  10994
                           (ADDRESS, INCLUDING ZIP CODE OF
                      REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                             GENERAL BEARING CORPORATION
                        1996 STOCK OPTION AND PERFORMANCE PLAN
                               (FULL TITLE OF THE PLAN)

                                 JOHN E. STEIN, ESQ.
                                   GENERAL COUNSEL
                             GENERAL BEARING CORPORATION
                                    44 HIGH STREET
                             WEST NYACK, NEW YORK  10994
                                    (914) 358-6000
                 (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
                  NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)


                                   ---------------


                           CALCULATION OF REGISTRATION FEE
      ======================================================================
                                    PROPOSED     PROPOSED
         TITLE OF                   MAXIMUM      MAXIMUM
       SECURITIES       AMOUNT      OFFERING     AGGREGATE     AMOUNT OF
          TO BE         TO BE       PRICE        OFFERING     REGISTRATION
       REGISTERED     REGISTERED    PER SHARE    PRICE           FEE(1)
      ----------------------------------------------------------------------
      Common stock,
      par value        500,000
      $.01  . . . .    shares       $15.4375   $7,718,750     $2,277.03
      ======================================================================


          (1)  Calculated in accordance with Rule 457(h) of the General
               Rules and Regulations under the Securities Act of 1933.

      =====================================================================

     <PAGE>

                                        PART I


                 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS



          ITEM 1

             Plan Information*


          ITEM 2

             Registrant Information and Employee Plan Annual Information*








          -----------------
          *  Information required by Part I to be contained in the Section
             10(a) prospectus is omitted from the Registration Statement
             in accordance with Rule 428 under the Securities Act of 1933,
             as amended, and the Note to Part I of Form S-8.


     <PAGE>


                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


          ITEM 3  INCORPORATION OF DOCUMENTS BY REFERENCE
                  ---------------------------------------

             The following documents filed by the Registrant with the
          Securities and Exchange Commission are incorporated by reference
          in the Registration Statement.

             1)   The Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 28, 1996; 

             2)   The Registrant's Quarterly Report on Form 10-Q for the
                  fiscal quarter ended September 27, 1997; 

             3)   The description of the Common Stock which is contained in
                  the Registrant's Form 8-A, filed on January 24, 1997
                  under Section 12(g) of the Securities Exchange Act of
                  1934, as amended, including any amendments or reports
                  filed for the purpose of updating such description.

             All documents subsequently filed by the Registrant pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
          Act of 1934, as amended, prior to the filing of a post-effective
          amendment which indicates that all securities offered have been
          sold or which deregisters all securities then remaining unsold,
          shall be deemed to be incorporated by reference herein and to be
          a part hereof from the respective dates of filing of such
          documents.

          ITEM 4  DESCRIPTION OF SECURITIES
                  -------------------------

             Not applicable.


          ITEM 5  INTERESTS OF NAMED EXPERTS AND COUNSELS
                  ---------------------------------------

             Not applicable.


          ITEM 6  INDEMNIFICATION OF DIRECTORS AND OFFICERS
                  -----------------------------------------

          ARTICLE IX OF THE CERTIFICATE OF INCORPORATION PROVIDES THAT:

             "The corporation shall indemnify any person who was or is a
          party or is threatened to be made a party to any threatened,
          pending or complete action, suit or proceeding, whether civil,
          criminal, administrative or investigative, or by or in the right
          of the corporation to procure judgment in its favor, by reason of
          the fact that he is or was a director, officer, employee or agent
          of the corporation, or is or was serving at the request of the
          corporation as a director, officer, employee or agent of another
          corporation, partnership, joint venture, trust or other
          enterprise, against expenses (including attorneys' fees),
          judgments, fines and amounts paid in settlement actually and
          reasonably incurred by him in connection with such action, suit
          or proceeding if he acted in good faith and in a manner he
          reasonably believed to be in or not opposed to the best interests
          of the corporation, in accordance with and to the full extent
          permitted by statute.  Expenses incurred in defending a civil or
          criminal action, suit or proceeding may be paid by the
          corporation in advance of the final disposition of such action,
          suit or proceeding as authorized by the Board of Directors in the
          specific case upon receipt of an undertaking by or on behalf of
          the director, officer, employee or agent to repay such amount
          unless it shall ultimately be determined that he is entitled to
          be indemnified by the corporation as authorized in this section. 
          The indemnification provided by this section shall not be deemed


                                       II-1
     <PAGE>


          exclusive of any other rights to which those seeking
          indemnification may be entitled under this Certificate of
          Incorporation or any agreement or vote of stockholders or
          disinterested directors or otherwise, both as to action in his
          official capacity and as to action in another capacity while
          holding such office, and shall continue as to a person who has
          ceased to be a director, officer, employee or agent and shall
          inure to the benefit of the heirs, executors and administrators
          of such a person."

          ARTICLE X OF THE COMPANY'S BY-LAWS PROVIDES THAT:

             "Any person made or threatened to be made a party to or
          involved in any action, suit or proceeding, whether civil or
          criminal, administrative or investigative (hereinafter,
          "proceeding") by reason of the fact that he, his testator or
          intestate, is or was a director, officer or employee of the
          Corporation, or is or was serving at the request of the
          Corporation as a director, officer, employee or agent of another
          corporation or of a partnership, joint venture, trust or other
          enterprise, including service with respect to employee benefit
          plans, shall be indemnified and held harmless by the Corporation
          to the fullest extent authorized by the General Corporation Law
          of the State of Delaware as the same exists or may hereafter be
          amended (but in the case of any such amendment, only to the
          extent that such amendment permits the Corporation to provide
          broader indemnification rights than said law permitted the
          Corporation to provide prior to such amendment) against all
          expense, loss and liability (including, without limitation,
          judgments, fines, amounts paid in settlement and reasonable
          expenses, including attorneys' fees), actually and necessarily
          incurred or suffered by him in connection with the defense of or
          as a result of such proceeding, or in connection with any appeal
          therein.  The Corporation shall have the power to purchase and
          maintain insurance for the indemnification of such directors,
          officers and employees to the full extent permitted under the
          laws of the State of Delaware from time to time in effect.  Such
          right of indemnification shall not be deemed exclusive of any
          other rights of indemnification to which such director, officer
          or employee may be entitled.

             The right to indemnification conferred in this By-Law shall be
          a contract right and shall include the right to be paid by the
          Corporation the expenses incurred in defending any such
          proceeding in advance of its final disposition; provided,
                                                          --------
          however, that if the General Corporation Law of the State of
          -------
          Delaware requires, the payment of such expenses incurred by a
          director or officer in his or her capacity as a director or
          officer (and not in any other capacity in which services were or
          are rendered by such person while a director or officer,
          including, without limitation, service to an employee benefit
          plan) in advance of the final disposition of a proceeding, shall
          be made only upon delivery to the Corporation of an undertaking
          by or on behalf of such director or officer, to repay all amounts
          so advanced if it shall ultimately be determined that such
          director or officer is not entitled to be indemnified under this
          By-Law or otherwise."

          STATUTORY:

             Generally, DGCL Section 145 authorizes Delaware corporations,
          under certain circumstances, to indemnify their officers and
          directors against all expenses and liabilities (including
          attorneys' fees) incurred by them as a result of any suit brought
          against them in their capacity as a director or an officer, if
          they acted in good faith and in manner they reasonably believed
          to be in or not opposed to the best interests of the corporation,
          and, with respect to any criminal action or proceeding, if they
          had no reasonable cause to believe their conduct was unlawful.  A
          director or officer may also be indemnified against expenses
          incurred in connection with a suit by or in the right of the
          corporation if such director or officer acted in good faith and
          in a manner reasonably believed by him to be in or not opposed to
          the best interests of the corporation, except that no
          indemnification may be made without court approval if such person
          was adjudged liable to the corporation.


          ITEM 7  EXEMPTION FROM REGISTRATION CLAIMED
                  -----------------------------------

             Not applicable.


                                       II-2
     <PAGE>


          ITEM 8  EXHIBITS
                  --------

             The following Exhibits are filed as part of this Registration
          Statement:

             4(a)   The 1996 Stock Option and Performance Award Plan. 
                    Incorporated by reference to Exhibit 10.9 to Amendment
                    No. 2 to the Registration Statement on Form S-1
                    (Registration No. 333-15477)

              5     Opinion of Reid & Priest LLP.

             23(a)  Consent of BDO Seidman, LLP.

             23(b)  Consent of Ferro, Berdon & Company, L.L.P. 

             23(c)  Consent of Reid & Priest LLP (included in Exhibit 5).

             24     Power of Attorney (see page II-5).

          ITEM 9  UNDERTAKINGS
                  ------------

          A)   The undersigned Registrant hereby undertakes:

             (1)  To file during any period in which offers or sales are
                  being made, a post-effective amendment to this
                  Registration Statement: 

               i)   To include any prospectus required by Section 10(a)(3)
                    of the Securities Act of 1933; 

               ii)  To reflect in the Prospectus any facts or events
                    arising after the effective date of the Registration
                    Statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate,
                    represents a fundamental change in the information set
                    forth in the Registration Statement; 

               iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    Registration Statement or any material change to such
                    information in the Registration Statement; 

               provided, however, that paragraphs (A)(l)(i) and (A)(l)(ii),
               --------  -------
               above, do not apply if the Registration Statement is on Form
               S-3 or Form S-8, and the information required to be included
               in a post-effective amendment by those paragraphs is
               contained in the periodic reports filed by the Registrant
               pursuant to Section 13 or Section 15(d) of the Securities
               Exchange Act of 1934 that are incorporated by reference in
               the Registration Statement.


             (2)  To remove from registration by means of a post-effective
                  amendment any of the securities being registered which
                  remain unsold at the termination of the Offering. 

             (3)  That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective
                  amendment shall be deemed to be a new Registration
                  Statement relating to the securities offered therein, and
                  the offering of such securities at that time shall be
                  deemed to be the initial bona fide offering thereof.

          B)   The undersigned Registrant hereby undertakes that, for
               purposes of determining any liability under the Securities
               Act of 1933, each filing of the Registrant's annual report
               pursuant to Section 13(a) or Section 15(d) of the Securities
               Exchange Act of 1934 (and, where applicable, each filing of
               an employee benefit plan's annual report pursuant to Section
               15(d) of the Securities Exchange Act of 1934) that is
               incorporated by reference in the Registration Statement


                                       II-3
     <PAGE>

               shall be deemed to be a new registration statement relating
               to the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial
               bona fide offering thereof.

          C)   Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors,
               officers and controlling persons of the Registrant pursuant
               to the foregoing provisions, or otherwise, the Registrant
               has been advised that in the opinion of the Securities and
               Exchange Commission such indemnification is against public
               policy as expressed in the Act and is, therefore,
               unenforceable.  In the event that a claim for
               indemnification against such liabilities (other than the
               payment by the Registrant of expenses incurred or paid by a
               director, officer or controlling person of the Registrant in
               the successful defense of any action, suit or proceeding) is
               asserted by such director, officer or controlling person in
               connection with the securities being registered, the
               Registrant will, unless in the opinion of its counsel the
               matter has been settled by controlling precedent, submit to
               a court of appropriate jurisdiction the question whether
               such indemnification by it is against public policy as
               expressed in the Act and will be governed by the final
               adjudication of such issue.




                                       II-4
     <PAGE>


                                      SIGNATURES



             Pursuant to the requirements of the Securities Act of 1933,
          the Registrant certifies that it has reasonable grounds to
          believe that it meets all of the requirements for filing on Form
          S-8 and has duly caused this registration statement to be signed
          on its behalf by the undersigned thereunto duly authorized in the
          Town of West Nyack, State of New York on January 16, 1998.


                                                GENERAL BEARING CORPORATION



                                             By:    /s/  David L. Gussack
                                                  -----------------------
                                                  David L. Gussack
                                                  President
                                                  (Principal Executive
                                                    Officer)





                                  POWER OF ATTORNEY



             KNOW ALL MEN BY THESE PRESENTS, that each person whose
          signature appears below constitutes and appoints David L. Gussack
          and John E. Stein, and each of them, his true and lawful
          attorneys-in-fact and agents, with full power of substitution and
          resubstitution, to act, without the other, for him and in his
          name, place and stead, in any and all capacities, to sign any or
          all amendments (including post-effective amendments) to this
          Registration Statement, and to file the same, with all exhibits
          thereto, and other documents in connection therewith, with the
          Securities and Exchange Commission, granting unto said attorneys-
          in-fact and agents, and each of them, full power and authority to
          do and perform each and every act and thing requisite and
          necessary to be done in and about the premises, as full to all
          intents and purposes as he might or could do in person, hereby
          ratifying and confirming all that said attorneys-in-fact and
          agents, or any of them, their substitute or substitutes may
          lawfully do or cause to be done by virtue hereof.




                                       II-5
     <PAGE>


             Pursuant to the requirements of the Securities Act of 1933 ,
          this registration statement has been signed below by the
          following persons in the capacities and on the dates indicated.


                      SIGNATURE                          DATE



             /s/ Seymour I. Gussack                January 16, 1998
           -----------------------------
           Seymour I. Gussack
           Chairman of the Board of
           Directors



             /s/ David L. Gussack                  January 16, 1998
           -----------------------------
           David L. Gussack
           Director
           President



             /s/ Christopher Moore                 January 16, 1998
           -----------------------------
           Christopher Moore
           Vice President/Finance
           (Principal Financial and
           Accounting Officer)



             /s/ Jerome Johnson                    January 16, 1998
           -----------------------------
           Jerome Johnson
           Director



             /s/ Robert E. Baruc                   January 16, 1998
           -----------------------------
           Robert E. Baruc
           Director



             /s/ Nina M. Gussack                   January 16, 1998
           -----------------------------
           Nina M. Gussack
           Director


                                       II-6
     <PAGE>
                                
                                  EXHIBIT INDEX


          Exhibit          Description
          -------          -----------

            5          Opinion of Reid & Priest LLP.

           23(a)       Consent of BDO Seidman, LLP.

           23(b)       Consent of Ferro, Berdon & Company, L.L.P. 

           23(c)       Consent of Reid & Priest LLP (included in Exhibit 5).

           24          Power of Attorney (see page II-5).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 OF GENERAL BEARING CORPORATION", "secsgml_size_bytes": 22222}]
{"company-data": {"conformed-name": "GENERAL BEARING CORP", "cik": "0001026221", "assigned-sic": "3562", "irs-number": "132796245", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44435", "film-number": "98508667"}, "business-address": {"street1": "44 HIGH ST", "city": "WEST NYWACK", "state": "NY", "zip": "10994", "phone": "9143586000"}, "mail-address": {"street1": "C/O GENERAL BEARING CORP", "street2": "44 HIGH ST", "city": "WEST NYACK", "state": "NY", "zip": "10994"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                 ON JANUARY 16, 1998

       ====================================================================

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                   ---------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                   ---------------

                             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 Number)

                                    44 HIGH STREET
                             WEST NYACK, NEW YORK  10994
                           (ADDRESS, INCLUDING ZIP CODE OF
                      REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                             GENERAL BEARING CORPORATION
                        1996 STOCK OPTION AND PERFORMANCE PLAN
                               (FULL TITLE OF THE PLAN)

                                 JOHN E. STEIN, ESQ.
                                   GENERAL COUNSEL
                             GENERAL BEARING CORPORATION
                                    44 HIGH STREET
                             WEST NYACK, NEW YORK  10994
                                    (914) 358-6000
                 (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
                  NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   ---------------

                           CALCULATION OF REGISTRATION FEE
      ======================================================================
                                    PROPOSED     PROPOSED
         TITLE OF                   MAXIMUM      MAXIMUM
       SECURITIES       AMOUNT      OFFERING     AGGREGATE     AMOUNT OF
          TO BE         TO BE       PRICE        OFFERING     REGISTRATION
       REGISTERED     REGISTERED    PER SHARE    PRICE           FEE(1)
      ----------------------------------------------------------------------
      Common stock,
      par value        500,000
      $.01  . . . .    shares       $15.4375   $7,718,750     $2,277.03
      ======================================================================

          (1)  Calculated in accordance with Rule 457(h) of the General
               Rules and Regulations under the Securities Act of 1933.

      =====================================================================
PART I

                 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          ITEM 1

             Plan Information*

          ITEM 2

             Registrant Information and Employee Plan Annual Information*

          -----------------
          *  Information required by Part I to be contained in the Section
             10(a) prospectus is omitted from the Registration Statement
             in accordance with Rule 428 under the Securities Act of 1933,
             as amended, and the Note to Part I of Form S-8.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          ITEM 3  INCORPORATION OF DOCUMENTS BY REFERENCE
                  ---------------------------------------

             The following documents filed by the Registrant with the
          Securities and Exchange Commission are incorporated by reference
          in the Registration Statement.

             1)   The Registrant's Annual Report on Form 10-K for the
                  fiscal year ended December 28, 1996; 

             2)   The Registrant's Quarterly Report on Form 10-Q for the
                  fiscal quarter ended September 27, 1997; 

             3)   The description of the Common Stock which is contained in
                  the Registrant's Form 8-A, filed on January 24, 1997
                  under Section 12(g) of the Securities Exchange Act of
                  1934, as amended, including any amendments or reports
                  filed for the purpose of updating such description.

             All documents subsequently filed by the Registrant pursuant to
          Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
          Act of 1934, as amended, prior to the filing of a post-effective
          amendment which indicates that all securities offered have been
          sold or which deregisters all securities then remaining unsold,
          shall be deemed to be incorporated by reference herein and to be
          a part hereof from the respective dates of filing of such
          documents.

          ITEM 4  DESCRIPTION OF SECURITIES
                  -------------------------

             Not applicable.

          ITEM 5  INTERESTS OF NAMED EXPERTS AND COUNSELS
                  ---------------------------------------

             Not applicable.

          ITEM 6  INDEMNIFICATION OF DIRECTORS AND OFFICERS
                  -----------------------------------------

          ARTICLE IX OF THE CERTIFICATE OF INCORPORATION PROVIDES THAT:

             "The corporation shall indemnify any person who was or is a
          party or is threatened to be made a party to any threatened,
          pending or complete action, suit or proceeding, whether civil,
          criminal, administrative or investigative, or by or in the right
          of the corporation to procure judgment in its favor, by reason of
          the fact that he is or was a director, officer, employee or agent
          of the corporation, or is or was serving at the request of the
          corporation as a director, officer, employee or agent of another
          corporation, partnership, joint venture, trust or other
          enterprise, against expenses (including attorneys' fees),
          judgments, fines and amounts paid in settlement actually and
          reasonably incurred by him in connection with such action, suit
          or proceeding if he acted in good faith and in a manner he
          reasonably believed to be in or not opposed to the best interests
          of the corporation, in accordance with and to the full extent
          permitted by statute.  Expenses incurred in defending a civil or
          criminal action, suit or proceeding may be paid by the
          corporation in advance of the final disposition of such action,
          suit or proceeding as authorized by the Board of Directors in the
          specific case upon receipt of an undertaking by or on behalf of
          the director, officer, employee or agent to repay such amount
          unless it shall ultimately be determined that he is entitled to
          be indemnified by the corporation as authorized in this section. 
          The indemnification provided by this section shall not be deemed

                                       II-1
exclusive of any other rights to which those seeking
          indemnification may be entitled under this Certificate of
          Incorporation or any agreement or vote of stockholders or
          disinterested directors or otherwise, both as to action in his
          official capacity and as to action in another capacity while
          holding such office, and shall continue as to a person who has
          ceased to be a director, officer, employee or agent and shall
          inure to the benefit of the heirs, executors and administrators
          of such a person."

          ARTICLE X OF THE COMPANY'S BY-LAWS PROVIDES THAT:

             "Any person made or threatened to be made a party to or
          involved in any action, suit or proceeding, whether civil or
          criminal, administrative or investigative (hereinafter,
          "proceeding") by reason of the fact that he, his testator or
          intestate, is or was a director, officer or employee of the
          Corporation, or is or was serving at the request of the
          Corporation as a director, officer, employee or agent of another
          corporation or of a partnership, joint venture, trust or other
          enterprise, including service with respect to employee benefit
          plans, shall be indemnified and held harmless by the Corporation
          to the fullest extent authorized by the General Corporation Law
          of the State of Delaware as the same exists or may hereafter be
          amended (but in the case of any such amendment, only to the
          extent that such amendment permits the Corporation to provide
          broader indemnification rights than said law permitted the
          Corporation to provide prior to such amendment) against all
          expense, loss and liability (including, without limitation,
          judgments, fines, amounts paid in settlement and reasonable
          expenses, including attorneys' fees), actually and necessarily
          incurred or suffered by him in connection with the defense of or
          as a result of such proceeding, or in connection with any appeal
          therein.  The Corporation shall have the power to purchase and
          maintain insurance for the indemnification of such directors,
          officers and employees to the full extent permitted under the
          laws of the State of Delaware from time to time in effect.  Such
          right of indemnification shall not be deemed exclusive of any
          other rights of indemnification to which such director, officer
          or employee may be entitled.

             The right to indemnification conferred in this By-Law shall be
          a contract right and shall include the right to be paid by the
          Corporation the expenses incurred in defending any such
          proceeding in advance of its final disposition; provided,
                                                          --------
          however, that if the General Corporation Law of the State of
          -------
          Delaware requires, the payment of such expenses incurred by a
          director or officer in his or her capacity as a director or
          officer (and not in any other capacity in which services were or
          are rendered by such person while a director or officer,
          including, without limitation, service to an employee benefit
          plan) in advance of the final disposition of a proceeding, shall
          be made only upon delivery to the Corporation of an undertaking
          by or on behalf of such director or officer, to repay all amounts
          so advanced if it shall ultimately be determined that such
          director or officer is not entitled to be indemnified under this
          By-Law or otherwise."

          STATUTORY:

             Generally, DGCL Section 145 authorizes Delaware corporations,
          under certain circumstances, to indemnify their officers and
          directors against all expenses and liabilities (including
          attorneys' fees) incurred by them as a result of any suit brought
          against them in their capacity as a director or an officer, if
          they acted in good faith and in manner they reasonably believed
          to be in or not opposed to the best interests of the corporation,
          and, with respect to any criminal action or proceeding, if they
          had no reasonable cause to believe their conduct was unlawful.  A
          director or officer may also be indemnified against expenses
          incurred in connection with a suit by or in the right of the
          corporation if such director or officer acted in good faith and
          in a manner reasonably believed by him to be in or not opposed to
          the best interests of the corporation, except that no
          indemnification may be made without court approval if such person
          was adjudged liable to the corporation.

          ITEM 7  EXEMPTION FROM REGISTRATION CLAIMED
                  -----------------------------------

             Not applicable.

                                       II-2
ITEM 8  EXHIBITS
                  --------

             The following Exhibits are filed as part of this Registration
          Statement:

             4(a)   The 1996 Stock Option and Performance Award Plan. 
                    Incorporated by reference to Exhibit 10.9 to Amendment
                    No. 2 to the Registration Statement on Form S-1
                    (Registration No. 333-15477)

              5     Opinion of Reid & Priest LLP.

             23(a)  Consent of BDO Seidman, LLP.

             23(b)  Consent of Ferro, Berdon & Company, L.L.P. 

             23(c)  Consent of Reid & Priest LLP (included in Exhibit 5).

             24     Power of Attorney (see page II-5).

          ITEM 9  UNDERTAKINGS
                  ------------

          A)   The undersigned Registrant hereby undertakes:

             (1)  To file during any period in which offers or sales are
                  being made, a post-effective amendment to this
                  Registration Statement: 

               i)   To include any prospectus required by Section 10(a)(3)
                    of the Securities Act of 1933; 

               ii)  To reflect in the Prospectus any facts or events
                    arising after the effective date of the Registration
                    Statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate,
                    represents a fundamental change in the information set
                    forth in the Registration Statement; 

               iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    Registration Statement or any material change to such
                    information in the Registration Statement; 

               provided, however, that paragraphs (A)(l)(i) and (A)(l)(ii),
               --------  -------
               above, do not apply if the Registration Statement is on Form
               S-3 or Form S-8, and the information required to be included
               in a post-effective amendment by those paragraphs is
               contained in the periodic reports filed by the Registrant
               pursuant to Section 13 or Section 15(d) of the Securities
               Exchange Act of 1934 that are incorporated by reference in
               the Registration Statement.

             (2)  To remove from registration by means of a post-effective
                  amendment any of the securities being registered which
                  remain unsold at the termination of the Offering. 

             (3)  That, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective
                  amendment shall be deemed to be a new Registration
                  Statement relating to the securities offered therein, and
                  the offering of such securities at that time shall be
                  deemed to be the initial bona fide offering thereof.

          B)   The undersigned Registrant hereby undertakes that, for
               purposes of determining any liability under the Securities
               Act of 1933, each filing of the Registrant's annual report
               pursuant to Section 13(a) or Section 15(d) of the Securities
               Exchange Act of 1934 (and, where applicable, each filing of
               an employee benefit plan's annual report pursuant to Section
               15(d) of the Securities Exchange Act of 1934) that is
               incorporated by reference in the Registration Statement

                                       II-3
shall be deemed to be a new registration statement relating
               to the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial
               bona fide offering thereof.

          C)   Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors,
               officers and controlling persons of the Registrant pursuant
               to the foregoing provisions, or otherwise, the Registrant
               has been advised that in the opinion of the Securities and
               Exchange Commission such indemnification is against public
               policy as expressed in the Act and is, therefore,
               unenforceable.  In the event that a claim for
               indemnification against such liabilities (other than the
               payment by the Registrant of expenses incurred or paid by a
               director, officer or controlling person of the Registrant in
               the successful defense of any action, suit or proceeding) is
               asserted by such director, officer or controlling person in
               connection with the securities being registered, the
               Registrant will, unless in the opinion of its counsel the
               matter has been settled by controlling precedent, submit to
               a court of appropriate jurisdiction the question whether
               such indemnification by it is against public policy as
               expressed in the Act and will be governed by the final
               adjudication of such issue.

                                       II-4
SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933,
          the Registrant certifies that it has reasonable grounds to
          believe that it meets all of the requirements for filing on Form
          S-8 and has duly caused this registration statement to be signed
          on its behalf by the undersigned thereunto duly authorized in the
          Town of West Nyack, State of New York on January 16, 1998.

                                                GENERAL BEARING CORPORATION

                                             By:    /s/  David L. Gussack
                                                  -----------------------
                                                  David L. Gussack
                                                  President
                                                  (Principal Executive
                                                    Officer)

                                  POWER OF ATTORNEY

             KNOW ALL MEN BY THESE PRESENTS, that each person whose
          signature appears below constitutes and appoints David L. Gussack
          and John E. Stein, and each of them, his true and lawful
          attorneys-in-fact and agents, with full power of substitution and
          resubstitution, to act, without the other, for him and in his
          name, place and stead, in any and all capacities, to sign any or
          all amendments (including post-effective amendments) to this
          Registration Statement, and to file the same, with all exhibits
          thereto, and other documents in connection therewith, with the
          Securities and Exchange Commission, granting unto said attorneys-
          in-fact and agents, and each of them, full power and authority to
          do and perform each and every act and thing requisite and
          necessary to be done in and about the premises, as full to all
          intents and purposes as he might or could do in person, hereby
          ratifying and confirming all that said attorneys-in-fact and
          agents, or any of them, their substitute or substitutes may
          lawfully do or cause to be done by virtue hereof.

                                       II-5
Pursuant to the requirements of the Securities Act of 1933 ,
          this registration statement has been signed below by the
          following persons in the capacities and on the dates indicated.

                      SIGNATURE                          DATE

             /s/ Seymour I. Gussack                January 16, 1998
           -----------------------------
           Seymour I. Gussack
           Chairman of the Board of
           Directors

             /s/ David L. Gussack                  January 16, 1998
           -----------------------------
           David L. Gussack
           Director
           President

             /s/ Christopher Moore                 January 16, 1998
           -----------------------------
           Christopher Moore
           Vice President/Finance
           (Principal Financial and
           Accounting Officer)

             /s/ Jerome Johnson                    January 16, 1998
           -----------------------------
           Jerome Johnson
           Director

             /s/ Robert E. Baruc                   January 16, 1998
           -----------------------------
           Robert E. Baruc
           Director

             /s/ Nina M. Gussack                   January 16, 1998
           -----------------------------
           Nina M. Gussack
           Director

                                       II-6
EXHIBIT INDEX

          Exhibit          Description
          -------          -----------

            5          Opinion of Reid & Priest LLP.

           23(a)       Consent of BDO Seidman, LLP.

           23(b)       Consent of Ferro, Berdon & Company, L.L.P. 

           23(c)       Consent of Reid & Priest LLP (included in Exhibit 5).

           24          Power of Attorney (see page II-5).