Exhibit 4.6

                               AMENDMENT NO. 1
                                     TO
                            NN BALL & ROLLER, INC.
                              STOCK INCENTIVE PLAN

      As adopted by the Board of Directors on February 26, 1999 and approved by
the stockholders of the Company on May 13, 1999 as required in Section 23 of the
Stock Incentive Plan, the NN Ball & Roller, Inc. Stock Incentive Plan is hereby
amended as follows:

      Section 4(a) shall be amended in its entirety to read as follows:

            "4.   NUMBER AND SOURCE OF SHARES SUBJECT TO THE PLAN.

                  (a)   The Company may grant Awards under the Plan with
                        respect to not more that 1,625,000 Shares, (subject,
                        however, to adjustment as provided in Section 22
                        hereof), which Shares may be provided from any or a
                        combination of the Company's treasury, the issuance
                        of authorized but unissued Shares, and/or the
                        purchase of outstanding Shares in the open market or
                        in private transactions.

      Except as expressly amended by the Board of Directors and stockholders as
set forth above, the NN Ball & Roller, Inc. Stock Incentive Plan is hereby
ratified and confirmed in all respects.

      IN WITNESS WHEREOF, NN Ball & Roller, Inc., acting by and through its
officer hereunto duly authorized has executed this Amendment as of the 13th
day of May, 1999.

                              NN BALL & ROLLER, INC.


                              By:  /s/   RODERICK R. BATY
                              Name:   Roderick R. Baty
                              Title:  Chief Executive Officer and President



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