10-K

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-K

   (Mark One)

   [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

   For the fiscal year ended December 31, 2001

                                      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 1-1169

                               THE TIMKEN COMPANY
              ______________________________________________________
              (Exact name of registrant as specified in its charter)

             Ohio                                             34-0577130
  ________________________________________                ___________________
  (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                         Identification No.)

  1835 Dueber Avenue, S.W., Canton, Ohio                       44706-2798
  ________________________________________                ___________________
  (Address of principal executive offices)                      (Zip Code)

  Registrants telephone number, including area code          (330)438-3000
                                                          ___________________

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

                                                      Name of Each Exchange
        Title of Each Class                              on Which Registered

  Common Stock without par value                      New York Stock Exchange
  ______________________________                      _______________________

  Securities registered pursuant to Section 12(g) of the Act:  None.

  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, and (2) has been subject to such
  filing requirements for the past 90 days.
  YES [X]       NO [ ]

  Indicate by check mark if disclosure of delinquent filers pursuant to Item
  405 of Regulation S-K is not contained herein, and will not be contained,
  to the best of registrant's knowledge, in definitive proxy or information
  statements incorporated by reference in Part III of this Form 10-K or any
  amendment to this Form 10-K. [X].
                                                                        i

The aggregate market value of the voting stock held by all shareholders
other than shareholders identified under item 12 of this Form 10-K as of
February 15, 2002, was $789,532,334 (representing 48,887,451 shares).

Indicate the number of shares outstanding of each of the registrant's classes
of Common Stock, as of February 15, 2002.

Common Stock without par value--59,917,751 shares (representing a market
value of $967,671,679).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the year ended
December 31, 2001, are incorporated by reference into Parts I and II.

Portions of the proxy statement for the annual meeting of shareholders to
be held on April 16, 2002, are incorporated by reference into parts III
and IV.

Exhibit Index may be found on Pages 18 through 23.


                                                                         ii

                               THE TIMKEN COMPANY

                           INDEX TO FORM 10-K REPORT

                                                                          PAGE
                                                                          ----
I.   PART I.

     Item 1.  Description of Business....................................   1
                General..................................................   2
                Products.................................................   2
                Sales and Distribution...................................   3
                Industry Segments........................................   4
                Competition..............................................   5
                Backlog..................................................   6
                Raw Materials............................................   6
                Research.................................................   7
                Environmental Matters....................................   7
                Patents, Trademarks and Licenses.........................   8
                Employment...............................................   8
                Executive Officers of the Registrant.....................   8

     Item 2.  Properties.................................................  12
     Item 3.  Legal Proceedings..........................................  13
     Item 4.  Submission of Matters to a Vote of Security Holders........  13

II.  PART II.

     Item 5.  Market for Registrant's Common Equity and Related
              Stockholder Matters........................................  14
     Item 6.  Selected Financial Data....................................  14
     Item 7.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations........................  14
     Item 7A. Quantitative and Qualitative Disclosures about Market Risk.  16
     Item 8.  Financial Statements and Supplementary Data................  16
     Item 9   Changes in and Disagreements with Accountants on Accounting
              and Financial Disclosure...................................  17

III. Part III.

     Item 10. Directors and Executive Officers of the Registrant.........  17
     Item 11. Executive Compensation.....................................  17
     Item 12. Security Ownership of Certain Beneficial Owners and
              Management.................................................  17
     Item 13. Certain Relationships and Related Transactions.............  17

IV.  Part IV.

     Item 14. Exhibits, Financial Statement Schedules and Reports on
              Form 8-K...................................................  18

PART 1                                                                   1
 ______
   Item 1.  Description of Business
   ________________________________
   Certain statements set forth in this document (including the company's fore-
   casts, beliefs and expectations) that are not historical in nature are
   "forward-looking" statements within the meaning of the Private Securities
   Litigation Reform Act of 1995.  The company cautions readers that actual
   results may differ materially from those projected or implied in forward-
   looking statements made by or on behalf of the company due to a variety of
   important factors, such as:

    a)  changes in world economic conditions, including additional adverse
        effects from terrorism or hostilities.  This includes, but is not
        limited to, the potential instability of governments and legal systems
        in countries in which the company or its customers conduct business and
        significant changes in currency valuations.

    b)  the effects of changes in customer demand on sales, product mix and
        prices.  This includes the effects of customer strikes, the impact of
        changes in industrial business cycles and whether conditions of fair
        trade continue in the U.S. market, in light of the U.S. International
        Trade Commission (ITC) voting in second quarter 2000 to revoke the
        antidumping orders on imports of tapered roller bearings from Japan,
        Romania and Hungary.

    c)  competitive factors, including changes in market penetration,
        increasing price competition by existing or new foreign and domestic
        competitors, the introduction of new products by existing and new
        competitors and new technology that may impact the way the company's
        products are sold or distributed.

    d)  changes in operating costs.  This includes the effect of changes in
        the company's manufacturing processes; changes in costs associated
        with varying levels of operations; changes resulting from inventory
        management and cost reduction initiatives and different levels of
        customer demands; the effects of unplanned work stoppages; changes in
        the cost of labor and benefits; and the cost and availability of raw
        materials and energy.

    e)  the success of the company's operating plans, including its ability to
        achieve the benefits from its global restructuring, manufacturing
        transformation, and administrative cost reduction as well as its
        ongoing continuous improvement and rationalization programs; its
        ability to integrate acquisitions into company operations; the ability
        of acquired companies to achieve satisfactory operating results; its
        ability to maintain appropriate relations with unions that represent
        company associates in certain locations in order to avoid disruptions
        of business and its ability to successfully implement its new
        organizational structure.

    f)  unanticipated litigation, claims or assessments.  This includes, but
        is not limited to, claims or problems related to intellectual property,
        product warranty and environmental issues.

    g)  changes in worldwide financial markets to the extent they (1) affect
        the company's ability or costs to raise capital, (2) have an impact on
        the overall performance of the company's pension fund investments and
        (3) cause changes in the economy which affect customer demand.
                                                                        2
   The company undertakes no obligation to publicly update or revise any
   forward-looking statement, whether as a result of new information, future
   events or otherwise.

   General
   _______

   As used herein the term "Timken" or the "company" refers to The Timken
   Company and its subsidiaries unless the context otherwise requires.  Timken,
   an outgrowth of a business originally founded in 1899, was incorporated
   under the laws of Ohio in 1904.

   Products
   ________

   The Timken Company manufactures two basic product lines:  anti-friction
   bearings and steel.  Differentiation in these two product lines comes in two
   different ways:  (1) Differentiation by bearing type or steel type and,
   (2) Differentiation in the applications of bearings and steel.

   In bearings, Timken is best known for the tapered roller bearing, which was
   originally patented by the company founder, Henry Timken.  Basically, the
   tapered roller bearing made by Timken is its principal product in the anti-
   friction industry segment.  It consists of four components:  (1) the cone or
   inner race, (2) the cup or outer race, (3) the tapered rollers which roll
   between the cup and cone, and (4) the cage which serves as a retainer and
   maintains proper spacing between the rollers.  These four components are
   manufactured or purchased and are sold in a wide variety of configurations
   and sizes.  The applications for tapered roller bearings have diversified
   from the original application on horse-drawn wagons to applications on
   passenger cars, light and heavy trucks, trains, as well as a wide range of
   industrial applications, ranging from very small gear drives to bearings
   over two meters in diameter for wind energy machines.  Further differenti-
   ation has come in the form of adding sensors to these bearings, which
   measure parameters such as speed, load, temperature or overall bearing
   health.  Matching bearings to service requirements of customers' appli-
   cations requires engineering, and often sophisticated analytical techniques.
   The design of every tapered roller bearing made by Timken permits distri-
   bution of unit pressures over the full length of the roller.  This fact,
   coupled with its tapered design, high precision tolerance and proprietary
   internal geometry and premium quality material, provides a bearing with high
   load carrying capacity, excellent friction-reducing qualities and long life.

   The bearing product line has expanded in recent years with the addition of
   Timken Aerospace and Super Precision facilities, which produce high-perform-
   ance ball and cylindrical bearings for ultra high-speed and/or high-accuracy
   applications in aerospace, medical/dental, computer disk drives and other
   industries.  They utilize ball and straight rolling elements and are in the
   super precision end of the general ball and straight roller bearing product
   range in the bearing industry.  A majority of Timken Aerospace & Super
   Precision Bearings' products are special custom-designed bearings and spindle
   assemblies.  They often involve specialized materials and coatings for use
   in applications that subject the bearings to extreme operating conditions
   of speed and temperature.

   In addition, the Timken Romania facility produces high-quality spherical and
   cylindrical bearings to expand application opportunities in large gear
   drives, rolling mills and other process industry and infrastructure-develop-
                                                                        3
   Products (cont.)
   ________________

   ment projects.  Timken also produces custom-designed products called SpexxTM
   performance Bearings.  The product line includes both tapered and
   cylindrical roller bearings and provides cost-effective solutions for
   selective applications.  The company produces the Timken IsoClassTM brand of
   tapered roller bearings, which gives Timken access to 95% of the demand for
   ISO tapered roller bearings, which are about one half of today's total
   tapered roller bearing sales.

   In addition to bearing products, Timken provides bearing reconditioning
   services for industrial and railroad customers, both globally and
   domestically.  These services account for less than 3% of the company's net
   sales for the year ended December 31, 2001.

   Steel products include steels of low and intermediate alloy, vacuum-
   processed alloys, tool steel and some carbon grades.  These are available
   in a wide range of solid and tubular sections with a variety of finishes.
   These steel products are used in a wide array of applications, from bearings
   to automotive transmissions; from engine crankshafts to special corrosion-
   resistant, down-hole seamless tubing for oil drilling, as well as aerospace
   and other similarly demanding applications.

   The company also produces custom-made steel products including precision
   steel components for automotive and industrial customers.  The precision
   steel components business has provided the company with the opportunity
   to further expand its market for tubing and capture more higher-value steel
   sales.  This also enables the company's traditional tubing customers in the
   automotive and bearing industries to take advantage of higher-performing
   components that cost less than those they now use.  This activity is a
   growing portion of the Steel business.

   Sales and Distribution
   ______________________

   Timken's products in the Automotive Bearings and Industrial Bearings
   segments are sold principally by its own sales organization.  A major
   portion of the shipments are made directly from Timken's warehouses located
   in a number of cities in the United States, Canada, England, France, Mexico,
   Singapore, Argentina and Australia.  A growing number of shipments are made
   directly from plant locations.  The warehouse inventories are augmented by
   authorized distributor and jobber inventories throughout the world that
   provide local availability when service is required.

   In January 2001, the company formed a joint venture in North America focused
   on joint logistics and e-business services.  This alliance is called Colinx,
   and was founded by Timken, SKF, INA and Rockwell Automation.  The e-business
   service was launched in April 2001, and is focused on information and
   business services for authorized distributors in the Industrial Bearings
   segment.  The joint logistics services, and how Timken might participate,
   were studied during 2001, with action plans to be implemented in 2002 and
   beyond.

   The company operates an Export Service Center in Atlanta, Georgia, which
   specializes in the export of tapered roller bearings for the replacement
   markets in the Caribbean, Central and South America and other regions.
                                                                        4

   Sales and Distribution (cont.)
   ______________________________

   Timken's tapered roller bearings and other bearing types are used in general
   industry and in a wide variety of products including passenger cars, trucks,
   railroad cars and locomotives, machine tools, rolling mills and farm and
   construction equipment.  Timken Aerospace & Super Precision Bearings' pro-
   ducts, which are at the super precision end of the general ball and straight
   roller bearing segment, are used in aircraft, missile guidance systems,
   computer peripherals, and medical/dental instruments.

   During 2001, progress was made in transitioning the European logistics
   center located in Strasbourg, France.  The facility is managed and operated
   by Timken associates.  Further investments and consolidation of European
   logistics into Strasbourg were studied in 2001, with additional consol-
   idation expected to occur in 2002 and beyond.  Also, the company formed
   another e-business joint venture in Europe in January 2001.  This alliance
   is called Endorsia and was founded by Timken, SKF, INA, Sandvik and Rockwell
   Automation.  The e-business service was launched in October 2001, and is
   focused on information and business services for authorized distributors in
   the Industrial Bearings segment.

   A significant portion of Timken's steel production is consumed in its
   bearing operations.  In addition, sales are made to other anti-friction
   bearing companies and to the aircraft, automotive and truck, construction,
   forging, oil and gas drilling and tooling industries.  Sales are also made
   to steel service centers.  Timken's steel products are sold principally by
   its own sales organization.  Most orders are custom made to satisfy specific
   customer applications and are shipped directly to customers from Timken's
   steel manufacturing plants.

   Timken has a number of customers in the automotive industry, including
   both manufacturers and suppliers.  However, Timken feels that because of
   the size of that industry, the diverse bearing applications, and the
   fact that its business is spread among a number of customers, both
   foreign and domestic, in original equipment manufacturing and aftermarket
   distribution, its relationship with the automotive industry is well
   diversified.

   Timken has entered into individually negotiated contracts with some of
   its customers in its Automotive Bearings, Industrial Bearings and Steel
   segments.  These contracts may extend for one or more years and, if a price
   is fixed for any period extending beyond current shipments, customarily
   include a commitment by the customer to purchase a designated percentage
   of its requirements from Timken.  Contracts extending beyond one year that
   are not subject to price adjustment provisions do not represent a material
   portion of Timken's sales.  Timken does not believe that there is any
   significant loss of earnings risk associated with any given contract.

   Industry Segments
   _________________

   The company has three reportable segments:  Automotive Bearings, Industrial
   Bearings and Steel.  Segment information in Note 12 of the Notes to
   Consolidated Financial Statements on pages 36 and 37 of the Annual Report
   to Shareholders for the year ended December 31, 2001, are incorporated
                                                                        5
   Industry Segments (cont.)
   _________________________

   herein by reference.  Export sales from the U.S. and Canada are not
   separately stated since such sales amount to less than 10% of revenue.  The
   company's Automotive and Industrial Bearings' businesses have historically
   participated in the worldwide bearing markets while Steel has concentrated
   on U.S. customers.  However, over the past few years, Steel has acquired
   foreign companies, such as Timken Desford Steel, in Leicester, England, a
   manufacturer of seamless mechanical tubing and Lecheres Industries SAS
   (Lecheres), the parent company of Bamarec S.A., a precision component
   manufacturer based in France.  Lecheres was aquired in November 2001.

   Timken's non-U.S. operations are subject to normal international business
   risks not generally applicable to domestic business.  These risks include
   currency fluctuation, changes in tariff restrictions, and restrictive
   regulations by foreign governments, including price and exchange controls.

   Both the anti-friction Automotive and Industrial Bearings' businesses and
   the Steel business are extremely competitive.  The principal competitive
   factors involved, both in the United States and in foreign markets, include
   price, product quality, service, delivery, order lead times and techno-
   logical innovation.

   Competition
   ___________

   Timken manufactures an anti-friction bearing known as the tapered roller
   bearing.  The tapered principle of bearings made by Timken permits ready
   absorption of both radial and axial loads in combination.  For this
   reason, they are particularly well-adapted to reducing friction where
   shafts, gears or wheels are used.  Timken also produces super precision
   ball and straight roller bearings at its Timken Aerospace & Super
   Precision Bearings subsidiary.  With recent acquisitions, the company has
   selectively expanded its product line to include other bearing types.
   However, since the invention of the tapered roller bearing by its founder,
   Timken has maintained primary focus in its product and process technology
   on the tapered roller bearing segments.  This has been important to its
   ability to remain one of the leaders in the world's bearing industry.
   This contrasts with the majority of Timken's major competitors who focus
   more heavily on other bearing types such as ball, straight roller,
   spherical roller and needle for the general industrial and automotive
   markets and are, therefore, less specialized in the tapered roller bearing
   segment.  Timken competes with domestic manufacturers and many foreign
   manufacturers of anti-friction bearings.

   The anti-friction bearing business is intensely competitive in every
   country in which Timken sells products.  Substantial downward pricing
   pressures exist in the United States and other countries even during periods
   of significant demand.

   In the second quarter of 2000, the ITC voted to revoke the industry's anti-
   dumping orders on imports of tapered roller bearings from Japan, Romania and
   Hungary.  The ITC determined that revocation of the antidumping duty orders
   on tapered roller bearings from those countries was not likely to lead to
   continuation or recurrence of material injury to the domestic industry
   within a reasonably foreseeable time.  The ITC upheld the antidumping duty
                                                                        6
   Competition (cont.)
   ___________________

   order against China.  The company has filed an appeal of the ITC's decision
   regarding Japan, which is still pending.  In June 2001, President Bush
   directed the ITC to initiate an investigation on steel imports under Section
   201 of U.S. trade law, urging multilateral negotiations to reduce global
   excess steel capacity and calling for multilateral negotiations to address
   market-distorting factors in the world steel trade.  In late October, the
   ITC voted and affirmed 6-0 that injury had been caused by surges of low
   priced imports of hot-rolled and cold-finished bars.  The vote for tool
   steels was 3-3.  On March 5, 2002, President Bush announced that the U.S.
   would impose tariffs on hot and cold-finished bar imports.  The remedy for
   these product categories is three years of tariffs at 30%, 24% and 18%.
   Hot-rolled bars are a major product line for the company's Steel business,
   which also manufactures some cold-finished bar products.  Steel made in
   Mexico, Canada and developing nations are generally exempt from the tariffs
   announced.  No relief was granted with respect to tool steels, which is a
   major product line for the Timken Latrobe Steel subsidiary in Latrobe,
   Pennsylvania.

   In December 2001, the company received a $31.0 million payment from the U.S.
   Treasury Department under the Continued Dumping and Subsidy Offset Act
   (Act).  This payment resulted from the requirement in the Act that dumping
   duties collected by the U.S. Customs Service be distributed to domestic pro-
   ducers, and is related to the company's Automotive and Industrial Bearings'
   segments.

   Timken manufactures carbon and alloy seamless tubing, carbon and alloy steel
   solid bars, tool steels and other custom-made specialty steel products.
   Specialty steels are characterized by special chemistry, tightly controlled
   melting and precise processing.

   Maintaining high standards of product quality and reliability while keeping
   production costs competitive is essential to Timken's ability to compete
   with domestic and foreign manufacturers in both the anti-friction bearing
   and steel businesses.

   Backlog
   _______

   The backlog of orders of Timken's domestic and overseas operations is
   estimated to have been $1.01 billion at December 31, 2001, and $1.13 billion
   at December 31, 2000.  Actual shipments are dependent upon ever-changing
   production schedules of the customer.  Accordingly, Timken does not believe
   that its backlog data and comparisons thereof as of different dates are
   reliable indicators of future sales or shipments.

   Raw Materials
   _____________

   The principal raw materials used by Timken in its North American plants to
   manufacture bearings are its own steel tubing and bars and purchased strip
   steel. Outside North America, the company purchases raw materials from local
   sources with whom it has worked closely to assure steel quality according
                                                                        7
   Raw Materials (cont.)
   _____________________

   to its demanding specifications.  In addition, Timken Desford Steel, in
   Leicester, England is a major source of raw materials for the Timken plants
   in Western Europe.

   The principal raw materials used by Timken in steel manufacturing are scrap
   metal, nickel and other alloys.  Timken believes that the availability of
   raw materials and alloys are adequate for its needs, and, in general, it
   is not dependent on any single source of supply.

   Research
   ________

   Timken's major research center, located in Stark County, Ohio near its
   worldwide headquarters, is engaged in research on bearings, steels, manu-
   facturing methods and related matters.  Research facilities are also located
   at the Timken Aerospace & Super Precision Bearings New Hampshire plants; the
   Colmar, France plant; the Latrobe, Pennsylvania plant; the Ploiesti, Romania
   plant; and the facility in Bangelore, India.  Expenditures for research,
   development and testing amounted to approximately $54,000,000 in 2001,
   $52,000,000 in 2000, and $50,000,000 in 1999.  The company's research
   program is committed to the development of new and improved bearing and
   steel products, as well as more efficient manufacturing processes and tech-
   niques and the expansion of application of existing products.

   Environmental Matters
   _____________________

   The company continues to protect the environment and comply with
   environmental protection laws.  Additionally, it has invested in pollution
   control equipment and updated plant operational practices.  The company is
   committed to implementing a documented environmental management system
   worldwide and to becoming certified under the ISO 14001 standard to meet or
   exceed customer requirements.  By the end of 2001, the company's plants in
   Leicester, England; Sosnowiec, Poland; Jamshedpur, India; and Iron Station,
   North Carolina had obtained ISO 14001 certification.

   It is difficult to assess the possible effect of compliance with future
   requirements that differ from existing ones.  As previously reported,
   the company is unsure of the future financial impact to the company that
   could result from the United States Environmental Protection Agency's
   (EPA's) final rules to tighten the National Ambient Air Quality Standards
   for fine particulate and ozone.

   The company and certain of its U.S. subsidiaries have been designated as
   potentially responsible parties (PRPs) by the United States EPA for site
   investigation and remediation at certain sites under the Comprehensive
   Environmental Response, Compensation and Liability Act (Superfund).  The
   claims for remediation have been asserted against numerous other entities,
   which are believed to be financially solvent and are expected to fulfill
   their proportionate share of the obligation.  Management believes any
   ultimate liability with respect to all pending actions will not materially
   affect the company's operations, cash flows or consolidated financial
   position.  Furthermore, the company believes it has established adequate
   reserves to cover its environmental expenses and has a well-established
   environmental compliance audit program, which includes a proactive approach
                                                                        8
   Environmental Matters (cont.)
   _____________________________

   to bringing its domestic and international units to higher standards of
   environmental performance.  This program measures performance against local
   laws as well as standards that have been established for all units
   worldwide.

   Patents, Trademarks and Licenses
   ________________________________

   Timken owns a number of United States and foreign patents, trademarks
   and licenses relating to certain of its products.  While Timken regards
   these as items of importance, it does not deem its business as a whole,
   or any industry segment, to be materially dependent upon any one item
   or group of items.

   Employment
   __________

   At December 31, 2001, Timken had 18,735 associates. Thirty-one percent
   of Timken's U.S. associates are covered under collective bargaining
   agreements.  Three percent of Timken's U.S. associates are covered under
   collective bargaining agreements that expire within one year.

   Executive Officers of the Registrant
   ____________________________________

   The officers are elected by the Board of Directors normally for a term
   of one year and until the election of their successors.  All officers,
   except for two, have been employed by Timken or by a subsidiary of the
   company during the past five-year period.  The Executive Officers of the
   company as of February 15, 2002, are as follows:

                                       Current Position and Previous
   Name                Age             Positions During Last Five Years
   ___________________ ___     ____________________________________________

   W. R. Timken, Jr.   63      1996  Chairman - Board of Directors;
                               1997  Chairman, President and Chief
                                        Executive Officer; Director;
                               1999  Chairman and Chief Executive Officer;
                                        Director; Officer since 1968.

   J. W. Griffith      48      1996  Vice President - Bearings - North
                                        American Automotive, Rail, Asia
                                        Pacific and Latin America;
                               1998  Group Vice President - Bearings -
                                        North American Automotive, Asia
                                        Pacific and Latin America;
                               1999  President and Chief Operating Officer;
                                        Director; Officer since 1996.

   B. J. Bowling       60      1996  Executive Vice President and President
                                        - Steel;
                               1997  Executive Vice President, Chief
                                        Operating Officer and President -
                                        Steel; Officer since 1996.
                                                                        9

   Executive Officers of the Registrant (cont.)
   ____________________________________________

                                       Current Position and Previous
   Name                Age             Positions During Last Five Years
   ___________________ ___     ____________________________________________

   C. J. Andersson     40      1996  Manager of Global Sourcing and Asset
                                        Management, Power Generation Manu-
                                        facturing (General Electric Company);
                               1997  General Manager - Mexico Sourcing and
                                        Business Development, GE International
                                        Mexico (General Electric Company);
                               1999  General Manager - Aviation Information
                                        Services, GE Aircraft Engines (General
                                        Electric Company);
                               2000  Senior Vice President - e-Business, The
                                        Timken Company;
                               2001  Senior Vice President - e-Business and
                                        Lean Six Sigma, The Timken Company;
                                        Officer since 2000.

   M. C. Arnold        45      1996  Director - Manufacturing and Technology -
                                        Europe, Africa and West Asia;
                               1997  Director - Bearing Business Process
                                        Advancement;
                               1998  Vice President - Bearings - Business
                                        Process Advancement;
                               2000  President - Industrial; Officer since
                                        2000.

   S. B. Bailey        42      1996  Director - Finance;
                               1999  Director - Finance and Treasurer;
                               2000  Treasurer;
                               2001  Corporate Controller; Officer since 1999.

   W. R. Burkhart      36      1996  Corporate Attorney
                               1997  Legal Counsel - Europe, Africa and West
                                        Asia;
                               1998  Director of Affiliations and Acquisitions
                               2000  Senior Vice President and General Counsel;
                                        Officer since 2000.

   V. K. Dasari        35      1996  Director - Manufacturing and Technology -
                                        Tata Timken Limited;
                               1998  Deputy Managing Director - Tata Timken
                                        Limited;
                               1999  Managing Director - Tata Timken Limited;
                               2000  President - Rail;
                               2001  Corporate Vice President - Manufacturing
                                        Transformation; Officer since 2000.

   D. J. Demerling     51      1996  Stanford Sloan Fellow;
                               1997  President - MPB Corporation;
                               2000  President - Aerospace and Super Precision;
                                        Officer since 2000.
                                                                        10
   Executive Officers of the Registrant (cont.)
   ____________________________________________

                                       Current Position and Previous
   Name                Age             Positions During Last Five Years
   ___________________ ___     ____________________________________________

   G. A. Eisenberg     40      1996  Executive Vice President and Chief
                                        Financial Officer, United Dominion
                                        Industries;
                               1998  President - Test Instrumentation Segment;
                                        Executive Vice President and Chief
                                        Financial Officer, United Dominion
                                        Industries;
                               1999  President and Chief Operating Officer,
                                        United Dominion Industries;
                               2002  Executive Vice President - Finance and
                                        Administration, The Timken Company;
                                        Officer since 2002.

   J. T. Elsasser      49      1996  Vice President - Bearings - Europe,
                                        Africa and West Asia;
                               1998  Group Vice President - Bearings -
                                        Rail, Europe, Africa and West Asia;
                               1999  Senior Vice President - Corporate
                                        Development; Officer since 1996.

   K. P. Kimmerling    44      1996  Vice President - Manufacturing -
                                        Steel;
                               1998  Group Vice President - Alloy Steel;
                               1999  President - Automotive; Officer since
                                        1998.

   G. E. Little        58      1996  Vice President - Finance; Treasurer;
                               1998  Senior Vice President - Finance;
                                        Treasurer;
                               1999  Senior Vice President - Finance; Officer
                                        since 1990.

   S. J. Miraglia, Jr. 51      1996  Vice President - Bearings - North
                                        American Industrial and Super
                                        Precision;
                               1998  Group Vice President - Bearings -
                                        North American Industrial and Super
                                        Precision;
                               1999  Senior Vice President - Technology;
                                        Officer since 1996.

   H. J. Sack          48      1996  President - Latrobe Steel Company;
                               1998  Group Vice President - Specialty Steel
                                        and President - Latrobe Steel
                                        Company;
                               1999  Group Vice President - Specialty Steel
                                        and President - Timken Latrobe Steel;
                               2000  President - Specialty Steel; Officer
                                        since 1998.
                                                                        11

   Executive Officers of the Registrant (cont.)
   ____________________________________________

                                        Current Position and Previous
   Name                Age             Positions During Last Five Years
   ___________________ ___     ____________________________________________

   M. J. Samolczyk     46      1996  Vice President - Sales and Marketing -
                                        Industrial - Original Equipment;
                               1998  Vice President and General Manager -
                                        Precision Steel Components;
                               2000  President - Precision Steel Components;
                                        Officer since 2000.

   S. A. Scherff       48      1996  Director - Legal Services and Assistant
                                        Secretary;
                               1999  Corporate Secretary;
                               2000  Corporate Secretary and Assistant General
                                        Counsel; Officer since 1999.

   W. J. Timken        59      1996  Vice President; Director; Officer
                                        since 1992.

   W. J. Timken, Jr.   34      1996  Market Manager - Original Equipment
                                        Distribution - Europe, Africa and West
                                        Asia
                               1998  Vice President - Latin America
                               2000  Corporate Vice President - Office of the
                                        Chairman; Officer since 2000.

                                                                        12
   Item 2.  Properties
   ___________________

   Timken has Automotive and Industrial Bearing and Steel manufacturing
   facilities at multiple locations in the United States.  Timken also has
   Automotive and Industrial Bearing and Steel manufacturing facilities in a
   number of countries outside the United States.  The aggregate floor area of
   these facilities worldwide is approximately 13,790,000 square feet, all of
   which, except for approximately 1,688,000 square feet, is owned in fee.  The
   facilities not owned in fee are leased.  The buildings occupied by Timken
   are principally of brick, steel, reinforced concrete and concrete block
   construction.  All buildings are in satisfactory operating condition in
   which to conduct business.

   Timken's Automotive and Industrial Bearing manufacturing facilities in the
   United States are located in Ashland, Bucyrus, Canton and New Philadelphia,
   Ohio; Altavista, Virginia; Randleman and Iron Station, North Carolina;
   Carlyle, Illinois; South Bend, Indiana; Gaffney, South Carolina; Keene and
   Lebanon, New Hampshire; Winchester, Kentucky; Knoxville, Tennessee; Lenexa,
   Kansas; Ogden, Utah; Orange and Sanford, California.  These facilities,
   including the research facility in Canton, Ohio, and warehouses at plant
   locations, have an aggregate floor area of approximately 4,404,000 square
   feet.  As part of the management strategy initiative announced in April
   2001, the company announced that it was closing the Industrial Bearing
   plant in Columbus, Ohio and selling a tooling plant in Ashland, Ohio.
   The Columbus plant ceased operations on November 9, which decreased floor
   area by approximately 388,000 square feet.

   Timken's Automotive and Industrial Bearing manufacturing plants outside the
   United States are located in Benoni, South Africa; Brescia, Italy; Colmar,
   France; Duston, Northampton and Wolverhampton, England; Medemblik, The
   Netherlands; Ploiesti, Romania; Mexico City, Mexico; Sao Paulo, Brazil;
   Singapore; Jamshedpur, India; Sosnowiec, Poland; St. Thomas, Canada and
   Yantai, China.  The facilities, including warehouses at plant locations,
   have an aggregate floor area of approximately 3,690,000 square feet.  The
   company announced in March, 2001 the opening of a bearing reconditioning
   facility in Mexico City as part of its Timken de Mexico operations.  The
   Industrial Bearing service facility will remanufacture railroad bearings
   used in locomotives and freight cars.  In April 2001, the company announced
   that it was also closing the Automotive Bearing plant in Duston, England.
   This plant is scheduled to close in mid-2002.

   Timken's Steel manufacturing facilities in the United States are located
   in Canton, Eaton, Wauseon and Wooster, Ohio; Columbus, North Carolina;
   Franklin and Latrobe, Pennsylvania.  These facilities have an aggregate
   floor area of approximately 4,942,000 square feet.

   Timken's Steel manufacturing facilities outside the United States are
   located in Leicester and Sheffield, England; Fougeres and Marnaz, France.
   These facilities have an aggregate floor of approximately 754,000 square
   feet.

   In addition to the manufacturing and distribution facilities discussed
   above, Timken owns warehouses and steel distribution facilities in the
   United States, Canada, England, France, Singapore, Mexico, Argentina and
   Australia, and leases several relatively small warehouse facilities in
   cities throughout the world.
                                                                        13

   Properties (cont.)
   __________________

   During 2001, the global demand for automotive and industrial bearings
   decreased from 2000.  Automotive and Industrial plant utilization declined
   as a result of the overall manufacturing recession.  Steel plant utilization
   also decreased during 2001 in response to weakened customer demand.  Utili-
   zation was curtailed even further as the Steel business took actions to
   control inventory and curtail spending.

   Item 3.  Legal Proceedings
   __________________________

   On May 22, 2001, eight current or former employees of the company filed a
   lawsuit in the Court of Common Pleas, Stark County, Ohio against the company
   and fifteen current or former employees of the company.  The lawsuit was
   removed to the United States District Court, Northern District of Ohio,
   Eastern Division on June 20, 2001.  The lawsuit alleged, among other things,
   sexual harassment and employment discrimination.  The plaintiffs sought
   compensatory and punitive damages of approximately $95 million.

   During the third quarter of 2001, this case was dismissed, without pre-
   judice, pursuant to a sua sponte order of the presiding judge.  In February
   2002, the lawsuit was refiled in the Court of Common Pleas, Stark County,
   Ohio, by two of the original plaintiffs naming only the company as a
   defendant.  The allegations contained in the complaint are similar to those
   made in the May 22, 2001 filing.  The new lawsuit does not specify the
   amount of damages the plaintiffs are seeking.

   Item 4.  Submission of Matters to a Vote of Security Holders
   ____________________________________________________________

   No matters were submitted to a vote of security holders during the
   fourth quarter of the fiscal year ended December 31, 2001.
                                                                        14
PART II
_______

   Item 5.  Market for Registrant's Common Equity and Related Stockholder
   ______________________________________________________________________
            Matters
            _______

   The company's common stock is traded on the New York Stock Exchange (TKR).
   The estimated number of record holders of the company's common stock at
   December 31, 2001, was 8,109.  The estimated number of shareholders at
   December 31, 2001, was 39,919.

   High and low stock prices and dividends for the last two fiscal years are
   presented in the Quarterly Financial Data schedule on Page 1 of the Annual
   Report to Shareholders for the year ended December 31, 2001, and are
   incorporated herein by reference.

   Item 6.  Selected Financial Data
   ________________________________

   The Summary of Operations and Other Comparative Data on Pages 40-41 of the
   Annual Report to Shareholders for the year ended December 31, 2001, is
   incorporated herein by reference.

   Item 7.  Management's Discussion and Analysis of Financial Condition and
   ________________________________________________________________________
            Results of Operations
            _____________________

   Management's Discussion and Analysis of Financial Condition and Results of
   Operations on Pages 20-27 of the Annual Report to Shareholders for the year
   ended December 31, 2001, is incorporated herein by reference.

   On February 13, 2002, Standard & Poor's ("S&P") publicly announced that it
   had lowered the company's long-term senior debt rating to "BBB" from "A-."
   At the same time, S&P announced that the company's ratings were removed
   from "CreditWatch," and that the outlook is now "stable."  The company's
   "A-2" short-term corporate credit and commercial paper ratings, which were
   not on CreditWatch, were affirmed.

   On March 5, 2002, President Bush announced that the U.S. would impose
   tariffs on hot and cold-finished bar imports.  The remedy for these product
   categories is three years of tariffs at 30%, 24% and 18%.  Hot-rolled bars
   are a major product line for the company's Steel business, which also manu-
   factures some cold-finished bar products.  Steel made in Mexico, Canada and
   developing nations are generally exempt from the tariffs announced.  No
   relief was granted with respect to tool steels, which is a major product
   line for the Timken Latrobe Steel subsidiary in Latrobe, Pennsylvania.

   On March 15, 2002, the company acquired an industrial equipment repair
   facility located in Niles, Ohio.  The 60,000 square foot plant specializes
   in the repair and rebuild of chocks, chock overlays, rolls and roll
   overlays, and other processing components commonly found in heavy
   industrial mill applications.
                                                                        15

    Item 7.  Management's Discussion and Analysis of Financial Condition and
   ________________________________________________________________________
            Results of Operations (cont.)
            _____________________________

   On March 19, 2002, the company announced that it expects to report improved
   financial performance above consensus estimates for the first quarter and
   full year.  The improvement is expected to result from increased revenues,
   increased efficiency resulting from the company's restructuring efforts and
   aggressive cost management.  During the first quarter, the company has noted
   stronger-than-expected U.S. automotive sector demand.  The company has not,
   however, observed a perceptible increase in broad-based manufacturing
   activity.  In 2002, the company is continuing with the global restructuring
   of its manufacturing operations.  The ongoing manufacturing initiative,
   combined with the salaried workforce reduction that occurred in the second
   half of 2001, is expected to produce an annualized savings rate of
   $80 million by the end of 2002.

   Critical Accounting Policies
   ____________________________

   The company's financial statements are prepared in accordance with account-
   ing principles generally accepted in the United States.  The preparation of
   these financial statements requires management to make estimates and
   assumptions that affect the reported amounts of assets and liabilities at
   date of the financial statements and the reported amounts of revenues and
   expenses during the periods presented.  The following paragraphs include a
   discussion of some critical areas that require a higher degree of judgement,
   estimates and complexity:

   The company's revenue recognition policy is to recognize revenue when title
   passes to the customer.  This is generally FOB shipping point except for
   certain exported goods, which is FOB destination.  Selling prices are fixed
   based on purchase orders or contractual arrangements.  Write-offs of
   accounts receivable have historically been low.

   It is the company's policy to recognize restructuring costs in accordance
   with Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
   Certain Employee Termination Benefits and Other Costs to Exit an Activity
   (including Certain Costs incurred in a Restructuring)" and the SEC Staff
   Accounting Bulletin No. 100, "Restructuring and Impairment Charges."
   Detailed contemporaneous documentation is maintained and updated on a
   monthly basis to ensure that accruals are properly supported.  If management
   determines that there is a change in the estimate, the accruals are adjusted
   to reflect this change.

   The company sponsors a number of defined benefit pension plans which cover
   most associates, except for those at certain locations who are covered by
   government plans.  The company also sponsors several unfunded postretirement
   plans that provide health care and life insurance benefits for eligible
   retirees and dependents.  The measurement of liabilities related to these
   plans is based on management's assumptions related to future events
   including return on pension plan assets, rate of compensation increases and
   health care cost trend rates.  The discount rate is determined using a model
   that matches corporate bond securities against projected pension and post-
   retirement disbursements.  Actual pension plan asset performance will either
   reduce or increase unamortized pension losses at the end of 2002, which
   ultimately affects net income.
                                                                        16

    Item 7.  Management's Discussion and Analysis of Financial Condition and
   ________________________________________________________________________
            Results of Operations (cont.)
            _____________________________

   In previous years, the company had two reportable segments consisting of
   Bearings and Steel.  Based on the company's reorganization into global
   business units, management has determined that the Automotive Bearings and
   Industrial Bearings segments meet the quantitative and qualitative
   thresholds of a reporting segment as defined by SFAS No. 131, "Disclosures
   about Segments of an Enterprise and Related Information."

   New Accounting Standards
   ________________________

   The specifics related to SFAS No. 141 and 142 are discussed on page 29 of
   the Annual Report to Shareholders for the year ended December 31, 2001, and
   are incorporated herein by reference.  In accordance with SFAS No. 141, the
   goodwill resulting from the November 2001 purchase of Lecheres Industries
   SAS has not been amortized.  Beginning in the first quarter of 2002, the
   application of the nonamortization provisions of SFAS No. 142 is expected
   to result in an increase in annual net income of $6.1 million.  Changes in
   the estimated useful lives of intangible assets will not result in a
   material increase to net income.

   The company will test goodwill for impairment using the two-step process
   described in SFAS No. 142.  The company has identified five reporting units
   and plans to complete the analysis for potential impairment in the second
   quarter of 2002.  It is expected that the measurement of the transitional
   goodwill impairment will also be completed in the second quarter and
   reflected as a cumulative effect of a change in accounting principle.

   Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
   ____________________________________________________________________

   Information appearing under the caption "Management's Discussion and
   Analysis of Other Information" appearing on page 27 of the Annual
   Report to Shareholders for the year ended December 31, 2001, is
   incorporated herein by reference.

   The company has no update to the information provided in the Annual Report.

   Item 8.  Financial Statements and Supplementary Data
   ____________________________________________________

   The Quarterly Financial Data schedule included on Page 1, the
   Consolidated Financial Statements of the registrant and its subsidiaries
   on Pages 20-28, the Notes to Consolidated Financial Statements on Pages
   29-38, and the Report of Independent Auditors on Page 39 of the Annual
   Report to Shareholders for the year ended December 31, 2001, are
   incorporated herein by reference.


                                                                        17

   Item 9.  Changes in and Disagreements with Accountants on Accounting
   ____________________________________________________________________
            and Financial Disclosure
            ________________________

   Not applicable.

PART III
________

   Item 10.  Directors and Executive Officers of the Registrant
   ____________________________________________________________

   Required information is set forth under the caption "Election of
   Directors" on Pages 4-7 of the proxy statement filed in connection with
   the annual meeting of shareholders to be held April 16, 2002, and is
   incorporated herein by reference.  Information regarding the executive
   officers of the registrant is included in Part I hereof.

   Item 11.  Executive Compensation
   ________________________________

   Required information is set forth under the caption "Executive
   Compensation" on Pages 10-20 of the proxy statement filed in connection
   with the annual meeting of shareholders to be held April 16, 2002, and
   is incorporated herein by reference.

   Item 12.  Security Ownership of Certain Beneficial Owners and Management
   ________________________________________________________________________

   Required information regarding Security Ownership of Certain Beneficial
   Owners and Management, including institutional investors owning more
   than 5% of the company's Common Stock, is set forth under the caption
   "Beneficial Ownership of Common Stock" on Pages 8-9 of the proxy
   statement filed in connection with the annual meeting of shareholders
   to be held April 16, 2002, and is incorporated herein by reference.

   Item 13.  Certain Relationships and Related Transactions
   ________________________________________________________

   Required information is set forth under the caption "Election of
   Directors" on Pages 4-7 of the proxy statement issued in connection with
   the annual meeting of shareholders to be held April 16, 2002, and is
   incorporated herein by reference.

                                                                        18
PART IV
_______

   Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
   ___________________________________________________________________________

   (a)(1) and (2) - The response to this portion of Item 14 is submitted
                    as a separate section of this report.

   Schedules I, III, IV and V are not applicable to the company and, therefore,
   have been omitted.

      (3)  Listing of Exhibits

               Exhibit
               _______

          (3)(i)    Amended Articles of Incorporation of The Timken Company
                    (Effective April 16, 1996) were filed with Form S-8 dated
                    April 16, 1996 (Registration Number 333-02553) and are
                    incorporated herein by reference.

          (3)(ii)   Amended Regulations of The Timken Company effective April
                    21, 1987, were filed on March 29, 1993 with Form 10-K
                    (Commission File Number 1-1169), and are incorporated
                    herein by reference.

          (4)       Credit Agreement dated as of July 10, 1998 among The Timken
                    Company, as Borrower, Various Financial Institutions, as
                    Banks, and Keybank National Association, as Agent was filed
                    on August 13, 1998 with Form 10-Q (Commission File Number
                    1-1169), and is incorporated herein by reference.

          (4.1)     Indenture dated as of April 24, 1998, between The Timken
                    Company and The Bank of New York, which was filed with
                    Timken's Form S-3 registration statement which became
                    effective April 24, 1998 (Registration Number 333-45791),
                    and is incorporated herein by reference.

          (4.2)     Indenture dated as of July 1, 1990, between Timken and
                    Ameritrust Company of New York, which was filed with
                    Timken's Form S-3 registration statement dated July 12,
                    1990 (Registration Number 333-35773), and is incorporated
                    herein by reference.

          (4.3)     First Supplemental Indenture, dated as of July 24, 1996,
                    by and between The Timken Company and Mellon Bank, N.A.
                    was filed on November 13, 1996 with Form 10-Q (Commission
                    File Number 1-1169), and is incorporated herein by
                    reference.

          (4.4)     First Amendment Agreement dated as of January 1, 2002 among
                    The Timken Company, as Borrower, Various Financial
                    Institutions, as Banks, and Keybank National Association,
                    as Agent.


                                                                         19
     Listing of Exhibits (cont.)
     ___________________________

          (4.5)     The company is also a party to agreements with respect
                    to other long-term debt in total amount less than 10%
                    of the registrant's consolidated total assets.  The
                    registrant agrees to furnish a copy of such agreements
                    upon request.

                    Management Contracts and Compensation Plans
                    ___________________________________________

          (10)      The Management Performance Plan of The Timken Company
                    for Officers and Certain Management Personnel.

          (10.1)    The form of Deferred Compensation Agreement entered
                    into with James W. Griffith, W. R. Timken, Jr., R. L.
                    Leibensperger and B. J. Bowling was filed on November 13,
                    1995 with Form 10-Q (Commission File Number 1-1169), and
                    is incorporated herein by reference.

          (10.2)    The Timken Company 1996 Deferred Compensation Plan for
                    officers and other key employees, amended and restated as
                    of April 20, 1999 was filed on May 13, 1999 with Form 10-Q
                    (Commission File Number 1-1169), and is incorporated herein
                    by reference.

          (10.3)    The Timken Company Long-Term Incentive Plan As Amended And
                    Restated As Of December 16, 1999, and approved by share-
                    holders April 18, 2000 was filed as Appendix A to Proxy
                    Statement filed on February 25, 2000 (Commission File
                    Number 1-1169), and is incorporated herein by reference.

          (10.4)    The 1985 Incentive Plan of The Timken Company for Officers
                    and other key employees as amended through December 17,
                    1997 was filed on March 20, 1998 with Form 10-K (Commission
                    File Number 1-1169), and is incorporated herein by
                    reference.

          (10.5)    The form of Severance Agreement entered into with all
                    Executive Officers of the company was filed on March 27,
                    1997 with Form 10-K (Commission File Number 1-1169), and
                    is incorporated herein by reference.  Each differs only as
                    to name and date executed.

          (10.6)    The form of Death Benefit Agreement entered into with all
                    Executive Officers of the company was filed on March 30,
                    1994 with Form 10-K (Commission File Number 1-1169), and is
                    incorporated herein by reference.  Each differs only as to
                    name and date executed.

          (10.7)    The form of Indemnification Agreements entered into with
                    all Directors who are not Executive Officers of the company
                    was filed on April 1, 1991 with Form 10-K (Commission File
                    Number 1-1169), and is incorporated herein by reference.
                    Each differs only as to name and date executed.

    Listing of Exhibits (cont.)                                         20
     ___________________________

                    Management Contracts and Compensation Plans (cont.)
                    ___________________________________________________

          (10.8)    The form of Indemnification Agreements entered into with
                    all Executive Officers of the company who are not Directors
                    of the company was filed on April 1, 1991 with Form 10-K
                    (Commission File Number 1-1169), and is incorporated herein
                    by reference.  Each differs only as to name and date
                    executed.

          (10.9)    The form of Indemnification Agreements entered into with
                    all Executive Officers of the company who are also
                    Directors of the company was filed on April 1, 1991 with
                    Form 10-K (Commission File Number 1-1169), and is
                    incorporated herein by reference.  Each differs only as to
                    name and date executed.

          (10.10)   The form of Employee Excess Benefits Agreement entered into
                    with all active Executive Officers, certain retired
                    Executive Officers, and certain other key employees of the
                    company was filed on March 27, 1992 with Form 10-K
                    (Commission File Number 1-1169), and is incorporated herein
                    by reference.  Each differs only as to name and date
                    executed.

          (10.11)   The Amended and Restated Supplemental Pension Plan of
                    The Timken Company as adopted March 16, 1998 was filed
                    on March 20, 1998 with Form 10-K (Commission File Number
                    1-1169), and is incorporated herein by reference.

          (10.12)   Amendment to the Amended and Restated Supplemental Pension
                    Plan of the Timken Company executed on December 29, 1998
                    was filed on March 30, 1999 with Form 10-K (Commission File
                    Number 1-1169), and is incorporated herein by reference.

          (10.13)   The form of The Timken Company Nonqualified Stock Option
                    Agreement for nontransferable options as adopted on April
                    18, 2000 was filed on May 12, 2000 with Form 10-Q
                    (Commission File Number 1-1169), and is incorporated herein
                    by reference.

          (10.14)   The form of The Timken Company Nonqualified Stock Option
                    Agreement for transferable options as adopted on April 18,
                    2000 was filed on May 12, 2000 with Form 10-Q (Commission
                    File Number 1-1169), and is incorporated herein by
                    reference.

          (10.15)   The form of The Timken Company Nonqualified Stock Option
                    Agreement for special award options as adopted on April 18,
                    2000 was filed on May 12, 2000 with Form 10-Q (Commission
                    File Number 1-1169), and is incorporated herein by
                    reference.

          (10.16)   The Timken Company Deferral of Stock Option Gains Plan
                    effective as of April 21, 1998 was filed on May 14, 1998
                    with Form 10-Q (Commission File Number 1-1169), and is
                    incorporated herein by reference.


                                                                         21
     Listing of Exhibits (cont.)
     ___________________________

                    Management Contracts and Compensation Plans (cont.)
                    ___________________________________________________

          (10.17)   The Consulting Agreement entered into with Joseph F.
                    Toot, Jr., effective January 1, 2001 was filed on March 30,
                    2001 with Form 10-K (Commission File Number 1-1169), and is
                    incorporated herein by reference.

          (10.18)   The form of The Timken Company Performance Share Agreement
                    entered into with W. R. Timken, Jr., R. L. Leibensperger
                    and B. J. Bowling was filed on March 20, 1998 with Form
                    10-K (Commission File Number 1-1169), and is incorporated
                    herein by reference.

          (10.19)   The Timken Company Senior Executive Management Performance
                    Plan effective January 1, 1999, and approved by
                    shareholders April 20, 1999 was filed as Appendix A to
                    Proxy Statement filed on February 29, 1999 (Commission File
                    Number 1-1169), and is incorporated herein by reference.

          (10.20)   The Timken Company Nonqualified Stock Option Agreement
                    entered into with James W. Griffith and adopted on
                    December 16, 1999 was filed on March 29, 2000 with Form
                    10-K (Commission File Number 1-1169), and is incorporated
                    herein by reference.

          (10.21)   The Timken Company Promissory Note entered into with James
                    W. Griffith and dated December 17, 1999 was filed on March
                    29, 2000 with Form 10-K (Commission File Number 1-1169),
                    and is incorporated herein by reference.

          (10.22)   The Timken Company Director Deferred Compensation Plan
                    effective as of February 4, 2000 was filed on May 12, 2000
                    with Form 10-Q (Commission File Number 1-1169), and is
                    incorporated herein by reference.

          (10.23)   The form of The Timken Company Deferred Shares Agreement as
                    adopted on April 18, 2000 was filed on May 12, 2000 with
                    Form 10-Q (Commission File Number 1-1169), and is
                    incorporated herein by reference.

          (10.24)   Amendment to Employee Excess Benefits Agreement was filed
                    on May 12, 2000 with Form 10-Q (Commission File Number
                    1-1169), and is incorporated herein by reference.

          (10.25)   Consulting agreement entered into with Robert L.
                    Leibensperger was filed on August 11, 2000 with Form 10-Q
                    (Commission File Number 1-1169), and is incorporated herein
                    by reference.

          (10.26)   Consulting agreement entered into with John Schubach was
                    filed on August 11, 2000 with Form 10-Q (Commission File
                    Number 1-1169), and is incorporated herein by reference.


                                                                         22
     Listing of Exhibits (cont.)
     ___________________________

                    Management Contracts and Compensation Plans (cont.)
                    ___________________________________________________

          (10.27)   Consulting Agreement entered into with e-Solutions.biz, LLC
                    (Thomas W. Strouble, Owner and principal) was filed on
                    November 13, 2001 with Form 10-Q (Commission File Number
                    1-1169), and is incorporated herein by reference.

          (10.28)   The form of The Timken Company Nonqualified Stock Option
                    Agreement for nontransferable options without dividend
                    credit as adopted on April 17, 2001 was filed on May 14,
                    2001 with Form 10-Q (Commission File Number 1-1169), and is
                    incorporated herein by reference.

          (10.29)   Retirement Agreement entered into with Stephen A. Perry was
                    filed on May 14, 2001 with Form 10-Q (Commission File
                    Number 1-1169), and is incorporated herein by reference.

          (10.30)   Restricted Shares Agreement entered into with Glenn A.
                    Eisenberg.

          (10.31)   Restricted Shares Agreement entered into with Curt J.
                    Andersson.

          (12)      Ratio of Earnings to Fixed Charges

          (13)      Annual Report to Shareholders for the year ended
                    December 31, 2001, (only to the extent expressly
                    incorporated herein by reference).

          (21)      A list of subsidiaries of the registrant.

          (23)      Consent of Independent Auditors.

          (24)      Power of Attorney

   (b)  Reports on Form 8-K:

                On March 20, 2002, the company filed a Form 8-K regarding
                Other Events and Regulation FD Disclosure, which contained
                estimated market data and industry trend information relating
                to a number of industry segments in which the company sells
                bearing and steel products.  No financial statements were
                filed.

                On February 22, 2002, the company filed a Form 8-K regarding
                Other Events and Regulation FD Disclosure, which contained
                estimated market data and industry trend information relating
                to a number of industry segments in which the company sells
                bearing and steel products.  No financial statements were
                filed.


                                                                         23
     Listing of Exhibits (cont.)
     ___________________________

     (b)  Reports on Form 8-K (cont.):

                On February 19, 2002, the company filed a Form 8-K regarding
                Other Events and Regulation FD Disclosure, which contained
                a recent development of rating agency activity related to the
                company's debt ratings.  No financial statements were filed.

                On January 22, 2002, the company filed a Form 8-K regarding
                Other Events and Regulation FD Disclosure, which contained
                estimated market data and industry trend information relating
                to a number of industry segments in which the company sells
                bearing and steel products.  No financial statements were
                filed.

                On December 21, 2001, the company filed a Form 8-K regarding
                Other Events and Regulation FD Disclosure, which contained
                estimated market data and industry trend information relating
                to a number of industry segments in which the company sells
                bearing and steel products.  No financial statements were
                filed.

                On December 19, 2001, the company filed a Form 8-K regarding
                Other Events and Regulation FD Disclosure, which contained a
                press release announcing Glenn A. Eisenberg's election by the
                company's board of directors as Executive Vice President -
                Finance and Administration.

                On November 30, 2001, the company filed a Form 8-K regarding
                Other Events and Regulation FD Disclosure, which contained
                estimated market data and industry trend information relating
                to a number of industry segments in which the company sells
                bearing and steel products.  No financial statements were
                filed.

   (c)  The exhibits are contained in a separate section of this report.

                                SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                             THE TIMKEN COMPANY

By   /s/ W. R. Timken, Jr.              By  /s/ Gene E. Little
     ________________________________       ________________________________
     W. R. Timken, Jr.,                     Gene E. Little
     Director and Chairman and Chief        Senior Vice President - Finance
     Executive Officer                      (Principal Financial and
                                             Accounting Officer)
Date          March 28, 2002            Date            March 28, 2002
     ________________________________        _______________________________

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

By  /s/ Stanley C. Gault*                By  /s/ John M. Timken, Jr.*
    ______________________________           _______________________________
    Stanley C. Gault      Director           John M. Timken, Jr.    Director
Date          March 28, 2002             Date           March 28, 2002

By  /s/ J. Clayburn La Force, Jr.*       By  /s/ W. J. Timken*
    ______________________________           _______________________________
    J. Clayburn La Force, Jr., Director      W. J. Timken           Director
Date          March 28, 2002             Date           March 28, 2002

By  /s/ James W. Griffith*               By /s/ Joseph F. Toot, Jr.*
    ______________________________           _______________________________
    James W. Griffith,    Director           Joseph F. Toot, Jr.    Director
Date          March 28, 2002             Date           March 28, 2002

By  /s/                                  By  /s/ Martin D. Walker*
    ______________________________           _______________________________
    John A. Luke, Jr.     Director           Martin D. Walker       Director
Date          March 28, 2002             Date           March 28, 2002

By  /s/ Robert W. Mahoney*               By  /s/ Jacqueline F. Woods*
    ______________________________           _______________________________
    Robert W. Mahoney     Director           Jacqueline F. Woods,   Director
Date          March 28, 2002             Date           March 28, 2002

By  /s/ Jay A. Precourt*
    ______________________________
    Jay A. Precourt       Director
Date          March 28, 2002

By  /s/ Glenn A. Eisenberg*              By  /s/ Gene E. Little
    ______________________________       ___________________________________
    Glenn A. Eisenberg                   Gene E. Little, attorney-in-fact
    Executive Vice President -           By authority of Power of Attorney
    Finance and Administration           filed as Exhibit 24 hereto
Date          March 28, 2002             Date           March 28, 2002

                           ANNUAL REPORT ON FORM 10-K

                       ITEM 14(a)(1) AND (2), (c) AND (d)

                        LIST OF FINANCIAL STATEMENTS AND
                          FINANCIAL STATEMENT SCHEDULE

                                CERTAIN EXHIBITS

                          FINANCIAL STATEMENT SCHEDULE

                          YEAR ENDED DECEMBER 31, 2001

                               THE TIMKEN COMPANY

                                  CANTON, OHIO

FORM 10-K-ITEM 14(a)(1) AND (2)

THE TIMKEN COMPANY AND SUBSIDIARIES

LIST OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULE

The following consolidated financial statements of The Timken Company and
subsidiaries, included in the annual report of the registrant to its
shareholders for the year ended December 31, 2001, are incorporated by
reference in Item 8:

 Consolidated statements of income-Years ended December 31, 2001, 2000 and 1999

 Consolidated balance sheets-December 31, 2001 and 2000

 Consolidated statements of cash flows-Years ended December 31, 2001, 2000
  and 1999

 Consolidated statements of shareholders' equity-Years ended December 31, 2001,
  2000 and 1999

 Notes to consolidated financial statements-December 31, 2001

The consolidated financial statement Schedule II-Valuation and qualifying
accounts of The Timken Company and subsidiaries is included in Item 14(d).

All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and therefore have been omitted.

                         Report of Independent Auditors

To the Board of Directors and Shareholders of
The Timken Company

We have audited the accompanying consolidated balance sheets of The Timken
Company and subsidiaries as of December 31, 2001 and 2000, and the related
consolidated statements of income, shareholders' equity and cash flows for
each of the three years in the period ended December 31, 2001.  Our audits
also included the financial statement schedule listed in the index at Item
14(a).  These financial statements and schedule are the responsibility of
the Company's management.  Our responsibility is to express an opinion on
these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements and schedule.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement and schedule presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of The Timken Company and subsidiaries at December 31, 2001 and
2000, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States.
Also, in our opinion, the related financial statement schedule, when considered
in relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.

                                                          ERNST & YOUNG LLP

Canton, Ohio
January 29, 2002
                                       II--VALUATION AND QUALIFYING ACCOUNTS

                                      THE TIMKEN COMPANY AND SUBSIDIARIES

         COL. A               COL. B                 COL. C                COL. D        COL. E
                                                    Additions
                             Balance at    Charged to   Charged to Other
                            Beginning of    Costs and      Accounts--    Deductions--  Balance at End
       Description             Period       Expenses       Describe         Describe     of Period
                                                     (Thousands of dollars)
Year ended December 31, 2001:
 Reserves and allowances
  deducted from asset accounts:
   Allowance for
     uncollectible accounts $ 11,259      $ 10,025 (1)                   $  6,308 (3)    $ 14,976
   Valuation allowance
     on deferred tax assets   18,084        20,219 (2)                      3,547 (4)      34,756
                              ______        ______                         ______          ______
                            $ 29,343      $ 30,244                       $  9,855        $ 49,732
                              ======        ======                         ======          ======
Year ended December 31, 2000:
 Reserves and allowances
  deducted from asset accounts:
   Allowance for
     uncollectible accounts $  9,497      $  2,406 (1)                   $    644 (3)    $ 11,259
   Valuation allowance
     on deferred tax assets   15,041        11,543 (2)                      8,500 (4)      18,084
                              ______        ______                         ______          ______
                            $ 24,538      $ 13,949                       $  9,144        $ 29,343
                              ======        ======                         ======          ======
Year ended December 31, 1999:
 Reserves and allowances
  deducted from asset accounts:
   Allowance for
     uncollectible accounts $  7,949      $  2,963 (1)                   $  1,415 (3)    $  9,497
   Valuation allowance
     on deferred tax assets   14,367         1,407 (2)                        733 (4)      15,041
                              ______        ______                         ______          ______
                            $ 22,316      $  4,370                       $  2,148        $ 24,538
                              ======        ======                         ======          ======
(1)  Provision for uncollectible accounts included in expenses.
(2)  Increase in valuation allowance is recorded as a component of the provision for income taxes.
(3)  Actual accounts written off against the allowance--net of recoveries.
(4)  Reduction in valuation allowance due to utilization of foreign net operating losses previously
     reserved or write-off of deferred tax assets that are not realizable in future years.

EX-4.4

                                  EXHIBIT 4.4


                          FIRST AMENDMENT AGREEMENT


     This FIRST AMENDMENT AGREEMENT (this "Amendment") is made as of January
31, 2002, by and among THE TIMKEN COMPANY, an Ohio corporation ("Borrower"),
the banking institutions named in Schedule 1 to the Credit Agreement, as
hereinafter defined (collectively, "Banks" and, individually, "Bank"), and
KEYBANK NATIONAL ASSOCIATION, as administrative agent ("Agent"):

     WHEREAS, Borrower, Agent and the Banks are parties to a certain Credit
Agreement dated as of July 10, 1998, as the same may from time to time be
amended, restated or otherwise modified, which provides, among other things,
for loans aggregating Three Hundred Million Dollars ($300,000,000), all upon
certain terms and conditions ("Credit Agreement");

     WHEREAS, Borrower, Agent and the Banks desire to amend the Credit
Agreement to modify certain provisions thereof; and

     WHEREAS, each capitalized term used herein shall be defined in accordance
with the Credit Agreement;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein and for other valuable considerations, Borrower, Agent and the
Banks agree as follows:

     1.   Article I of the Credit Agreement is hereby amended to delete the
definitions of "Applicable Facility Fee Rate", "Applicable Eurodollar Margin"
and "Consolidated Net Worth" therefrom and to insert in place thereof,
respectively, the following:

          "Applicable Facility Fee Rate" shall mean a rate based on the S&P
     Rating or the Moody's Rating, whichever is higher, as follows:


     S&P Rating             Moody's Rating     Applicable Facility Fee Rate

     A or higher            A2 or higher       10.0 Basis Points

     A-                     A3                 12.5 Basis Points

     BBB+                   Baa1               15.0 Basis Points

     BBB                    Baa2               17.5 Basis Points

     BBB- or less           Baa3               25.0 Basis Points

     Changes to the Applicable Facility Fee Rate shall be immediately effective
     upon a change in the Moody's Rating or the S&P Rating, as applicable;




     provided, however, that if at any time there shall be a difference between
     the Moody's Rating and the S&P Rating of greater than one rating, then the
     Applicable Facility Fee Rate then in effect shall be based upon the
     average of (a) the number of basis points as determined from the Moody's
     Rating, and (b) the number of basis points as determined from the S&P
     Rating.  The above matrix does not modify or waive, in any respect, the
     rights of the Banks to charge the Default Rate, or the rights and remedies
     of Agent and the Banks pursuant to Articles VII and VIII hereof.

          "Applicable Eurodollar Margin" shall mean a margin based on the S&P
     Rating or the Moody's Rating, whichever is higher, as follows:


                                                  Applicable
     S&P Rating            Moody's Rating      Eurodollar Margin


     A or higher           A2 or higher        25.0 Basis Points

     A-                    A3                  30.0 Basis Points

     BBB+                  Baa1                37.5 Basis Points

     BBB                   Baa2                52.5 Basis Points

     BBB- or less          Baa3                75.0 Basis Points

     Changes to the Applicable Eurodollar Margin shall be immediately effective
     upon a change in the Moody's Rating or the S&P Rating, as applicable;
     provided, however, that if at any time there shall be a difference between
     the Moody's Rating and the S&P Rating of greater than one rating, then the
     Applicable Eurodollar Margin then in effect shall be based upon the
     average of (a) the number of basis points as determined from the Moody's
     Rating, and (b) the number of basis points as determined from the S&P
     Rating.  The above matrix does not modify or waive, in any respect, the
     rights of the Banks to charge the Default Rate, or the rights and remedies
     of Agent and the Banks pursuant to Articles VII and VIII hereof.

          "Consolidated Net Worth" shall mean, at any date, the Consolidated
     net worth of Borrower and its Consolidated Subsidiaries, determined as of
     such date in accordance with GAAP; provided, however, that for purposes of
     calculating the leverage ratio pursuant to Section 5.6 of this Agreement,
     Borrower shall exclude from Consolidated net worth for Borrower's fiscal
     years 2001 and 2002 any adjustments made to Consolidated net worth as a
     result of the effects of FAS 87, provided that the cumulative amount of
     such adjustments for Borrower's fiscal years 2001 and 2002 may not exceed
     Two Hundred Thirty Million Dollars ($230,000,000).






                                       2





     2.   Schedule 1 of the Credit Agreement is hereby deleted with the
     attached "Schedule 1" to be inserted in place thereof.

     3.   Concurrently with the execution of this Amendment, Borrower shall:

          (a)  pay to Agent, for the pro rata benefit of each Bank that shall
     have executed this Amendment on or before 12:00 noon (Cleveland, Ohio
     time) on January 31, 2002 (an "Approving Bank"), in an amount equal to
     ten (10) basis points times the aggregate amount of the Revolving Credit
     Commitments of the Approving Banks; and

          (b)  pay all legal and other fees and expenses of Agent in connection
     with this Amendment.

     4.   Borrower hereby represents and warrants to Agent and the Banks that
     (a) Borrower has the legal power and authority to execute and deliver this
     Amendment; (b) the officers executing this Amendment on behalf of Borrower
     have been duly authorized to execute and deliver the same and bind
     Borrower with respect to the provisions hereof; (c) the execution and
     delivery hereof by Borrower and the performance and observance by Borrower
     of the provisions hereof do not violate or conflict with the
     organizational agreements of Borrower or any law applicable to Borrower or
     result in a breach of any provision of or constitute a default under any
     other agreement, instrument or document binding upon or enforceable
     against Borrower; (d) no Unmatured Event of Default or Event of Default
     exists under the Credit Agreement, nor will any occur immediately after
     the execution and delivery of this Amendment or by the performance or
     observance of any provision hereof; (e) neither Borrower nor any
     Subsidiary has any claim or offset against, or defense or counterclaim
     to, any of Borrower's obligations or liabilities under the Credit
     Agreement or any Related Writing; and (f) this Amendment constitutes a
     valid and binding obligation of Borrower in every respect, enforceable
     in accordance with its terms.

     5.   Each reference that is made in the Credit Agreement or any other
     writing to the Credit Agreement shall hereafter be construed as a
     reference to the Credit Agreement as amended hereby.  Except as herein
     otherwise specifically provided, all provisions of the Credit Agreement
     shall remain in full force and effect and be unaffected hereby.

     6.   Borrower hereby waives and releases Agent and each of the Banks and
     their respective directors, officers, employees, attorneys, affiliates and
     subsidiaries from any and all claims, offsets, defenses and counterclaims
     of which Borrower is aware, such waiver and release being with full
     knowledge and understanding of the circumstances and effect thereof and
     after having consulted legal counsel with respect thereto.

     7.   This Amendment may be executed in any number of counterparts, by
     different parties hereto in separate counterparts and by facsimile
     signature, each of which when so executed and delivered shall be deemed
     to be an original and all of which taken together shall constitute but
     one and the same agreement.

                                       3





     8.   The rights and obligations of all parties hereto shall be governed by
     the laws of the State of Ohio, without regard to principles of conflicts
     of laws.

                   [Remainder of page intentionally left blank.]
















































                                       4




     9.   JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS HEREBY WAIVE
     ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
     SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE
     BANKS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR
     INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH
     THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
     EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED
     THERETO.

                                 THE TIMKEN COMPANY

                                 By:    /s/ G. E. Little
                                 Name:      G. E. Little
                                 Title:     Senior V.P. - Finance


                                 KEYBANK NATIONAL ASSOCIATION,
                                     as Agent and as a Bank

                                 By:    /s/ Marianne T. Meil
                                 Name:      Marianne T. Meil
                                 Title:     Vice President


                                 THE BANK OF NEW YORK

                                 By:    /s/ Kenneth R. McDonnell
                                 Name:      Kenneth R. McDonnell
                                 Title:     AVP

                                 BANK ONE, N.A.

                                 By:    /s/ Glenn A. Currin
                                 Name:      Glenn A. Currin
                                 Title:     Director

                                 MELLON BANK, N.A.

                                 By:    /s/ Janis Pinsky
                                 Name:      Janis Pinsky
                                 Title:     Assistant Vice President











                                       5





                                 HSBC BANK USA

                                 By:    /s/ Christopher M. Samms
                                 Name:      Christopher M. Samms
                                 Title:     First Vice President, Officer #9426


                                 BANK OF AMERICA, N.A.
                                 By:    /s/ Thomas R. Durham
                                 Name:      Thomas R. Durham
                                 Title:     Managing Director


                                 NORTHERN TRUST COMPANY

                                 By:    /s/ Roger McDougal
                                 Name:      Roger McDougal
                                 Title:     Second Vice President


                                 REVOLVING COMMITMENT VEHICLE
                                         CORPORATION

                                 By:    JPMorgan Chase, as Attorney-in-Fact
                                 for, REVOLVING COMMITMENT VEHICLE
                                 CORPORATION
                                 By:    /s/ David Weintrob
                                 Name:      David Weintrob
                                 Title:     Vice President



                                 SAN PAOLO IMI S.p.A.

                                 By:    /s/ Luca Sacchi
                                 Name:      Luca Sacchi
                                 Title:     Vice President

                                 By:    /s/ Carlo Persico
                                 Name:      Carlo Persico
                                            General Manager


                                 UNITED NATIONAL BANK AND TRUST

                                 By:    /s/ Leo E. Doyle
                                 Name:      Leo E. Doyle
                                 Title:     Executive Vice President





                                       6




                                  SCHEDULE 1


                                       COMMITMENT         MAXIMUM
        BANKING INSTITUTIONS           PERCENTAGE          AMOUNT
    ____________________________       __________        __________
    KeyBank National Association         19.2899%     $  57,869,338
    Bank One, N.A.                       17.9644%     $  53,893,332
    HSBC Bank USA (formerly               8.9822%     $  26,946,666
    Marine Midland Bank)
    Mellon Bank, N.A.                     8.9822%     $  26,946,666
    Bank of America, N.A.                 8.9822%     $  26,946,666
    (formerly NationsBank,N.A.)
    Northern Trust Company                8.9822%     $  26,946,666
    Revolving Commitment Vehicle          8.9822%     $  26,946,666
    Corporation
    The Bank of New York                  8.0840%     $  24,252,000
    San Paolo IMI S.p.A. (formerly        8.0840%     $  24,252,000
    Istituto Bancario San Paolo di
    Torino Spa)
    United National Bank and Trust        1.6667%     $   5,000,000
                                          _______
    Total Commitment Amount               100.00%     $ 300,000,000


10744809v9




























                                       7

EX-10

                                  EXHIBIT 10


                                    January 1, 2001 (revised December 19, 2001)



                               THE TIMKEN COMPANY
                          MANAGEMENT PERFORMANCE PLAN


     Purpose

     The purpose of The Timken Company (the "Company") Management Performance
     Plan (the "Plan") is to promote the profitable growth of the Company by:

        -   Providing rewards for achieving increasing levels of return on
            capital.

        -   Recognizing corporate, business unit and individual performance
            achievement.

        -   Attracting, motivating and retaining superior executive talent.

     Administration

     It is the responsibility of senior management of the Company to execute
     the provisions of the Plan.  Based on senior management recommendations,
     the Compensation Committee (the "Committee") approves financial goals,
     participation, target bonus awards, actual bonus awards, timing of payment
     and other actions necessary to the administration of the Plan.

     Participation

     The participant group includes Company executive officers and other key
     employees of the Company and its subsidiaries in positions assigned to
     Grades 7 or higher (i.e., 750 or more points) based on the Company's job
     evaluation process.

     Bonus Opportunity

     Each position is assigned a target bonus expressed as a percentage of
     annual base salary.  The targets are based on market data for companies
     that are similar for compensation purposes, including companies of similar
     size and similar industries.  The targets are reviewed annually by
     management, and the Committee will approve all target bonuses for
     officers.

     The full target bonus opportunity represents an appropriate bonus award
     if performance standards are met for Corporate, Business Unit and
     Individual results.

     Bonus funds for the three components-Corporate, Business Unit and
     Individual - will be developed independently based on performance
     achievement versus the goal(s) for each component.  The actual value of
     each component can range from 0% to 200% of target based on performance.

                                                                              1





     For most participants, the total bonus will be the sum of the amounts for
     Corporate, Business Unit and Individual performance.  In general, the more
     senior participants will have greater weight placed on corporate results,
     while other participants will have a greater weight placed on business
     unit and individual performance results.

     The allocations to corporate, business unit and individual performance
     will be reviewed annually and changes to the allocations will be
     determined by senior management.

     Performance Measures

     Corporate/Business Unit Components

     The primary Corporate and Business Unit performance measure is Return on
     Invested Capital, one measure of which is Earnings Before Interest and
     Taxes (EBIT) divided by Beginning Invested Capital (BIC).

     At the beginning of each year, the Committee will specify the EBIT/BIC
     and other financial or non-financial performance measures to be used to
     evaluate Corporate and Business Unit performance for the coming year.
     Potential performance measures include, but are not limited to:

         -    Cash flow (including free cash flow)
         -    Continuous improvement
         -    Cost of capital
         -    Customer satisfaction
         -    Debt reduction
         -    Earnings growth (including earnings per share and earnings before
              interest and taxes)
         -    Financial performance exceeding that of peer/competitor companies
         -    Improvement of shareholder return
         -    Inventory management
         -    Net income
         -    Productivity improvement
         -    Profit after taxes
         -    Quality
         -    Recruitment and development of excellent associates with emphasis
              on diversity
         -    Reduction of fixed costs
         -    Return on assets
         -    Return on equity
         -    Return on invested capital (EBIT/BIC)
         -    Sales from new products
         -    Sales growth
         -    Successful start-up of new facility
         -    Successful acquisition/divestiture



                                                                              2




     For the Corporate, Business Unit and Individual components of the Plan,
     the size of the award will be determined by the degree to which targets
     are achieved for each measure within that component.  Awards for
     performance that falls between threshold, target and maximum will be
     interpolated.

     Individual Component

     Individual performance goals will be established for each participant
     consistent with the Company's performance management process.  The
     participant's supervisor will assess the participant's performance against
     these goals and make a determination of the amount of bonus to be earned
     for the individual component of the Plan.  While the value of the
     individual component can range from 0% to 200% of target for a specific
     individual, the sum of individual award components for all participants
     must not exceed 100% of target.

     Award Determination

     A participant's bonus award will be determined by adding the value of each
     of the applicable components (corporate, business unit, individual) once
     performance is considered.  The sum of all participant bonus
     determinations will equal the Total Fund.

     Minimum Performance Requirement

     For a payment to be earned for any portion of this Plan, the Company must
     report a predetermined net profit for the Plan year after taking into
     account all Plan payments for that year.  Once the predetermined profit
     level is achieved, the Plan will function as outlined.  If the
     predetermined profit level is not achieved, no awards will be paid under
     the Corporate, Business Unit or Individual component of the Plan.

     Bonus Payments

     At the end of the year, senior management will determine whether Corporate
     performance has exceeded the minimum performance requirement for paying
     bonuses.  Senior management will recommend to the Committee the Total Fund
     based on its assessment of performance achievement at Corporate, Business
     Unit and individual levels.  The Committee may make further adjustments to
     such management recommendations based on its assessment of financial and
     non-financial performance.

     Awards under the Plan will be paid in cash and/or stock.

     One hundred percent of awards under the Plan will be included in pension
     earnings and earnings for the purpose of calculating 401(k) plan benefits.
     Awards will not be included for purposes of any other employee benefits
     plans, except long term disability.



mpplan01revised12-19-2001 .doc


                                                                              3

EX-10.30

                                 EXHIBIT 10.30


                                THE TIMKEN COMPANY

                            Restricted Shares Agreement


     WHEREAS, Glenn A. Eisenberg ("Grantee") is an employee of The Timken
Company (the "Company"); and

     WHEREAS, the grant of restricted shares evidenced hereby was authorized
by a resolution of the Compensation Committee (the "Committee") of the Board of
Directors (the "Board") of the Company that was duly adopted on December 19,
2001, and the execution of a restricted shares agreement in the form hereof was
authorized by a resolution of the Committee duly adopted on such date.

     NOW, THEREFORE, pursuant to the Company's Long-term Incentive Plan (as
Amended and Restated as of December 16, 1999) (the "Plan") and subject to the
terms and conditions thereof and the terms and conditions hereinafter set
forth, the Company hereby grants to Grantee, effective January 10, 2002 (the
"Date of Grant") the right to receive 50,000 shares of the Company's common
stock without par value (the "Common Shares").

       1.   Rights of Grantee.  The Common Shares subject to this grant shall
            be fully paid and nonassessable and shall be represented by a
            certificate or certificates registered in Grantee's name and
            endorsed with an appropriate legend referring to the restrictions
            hereinafter set forth.  Grantee shall have all the rights of a
            shareholder with respect to such shares, including the right to
            vote the shares and receive all dividends paid thereon, provided
            that such shares, and any additional shares that Grantee may become
            entitled to receive by virtue of a share dividend, a merger or
            reorganization in which the Company is the surviving corporation or
            any other change in the capital structure of the Company, shall be
            subject to the restrictions hereinafter set forth.

       2.   Restrictions on Transfer of Common Shares.  The Common Shares
            subject to this grant may not be assigned, exchanged, pledged,
            sold, transferred or otherwise disposed of by Grantee, except to
            the Company, until the Common Shares have become nonforfeitable
            in accordance with Section 3 hereof; provided, however, that
            Grantee's rights with respect to such Common Shares may be
            transferred by will or pursuant to the laws of descent and
            distribution.  Any purported transfer in violation of the
            provisions of this Section 2 shall be null and void, and the
            purported transferee shall obtain no rights with respect to such
            shares.

     3.   Vesting of Common Shares.

          (a) Subject to the terms and conditions of Sections 3(b), 3(c) and 4
              hereof, Grantee's right to receive the Common Shares covered by
              this agreement shall become nonforfeitable to the extent of 6,000
              of the Common Shares covered by this agreement after Grantee


CL: 520453v2


              shall have been in the continuous employ of the Company or a
              subsidiary for one full year from the Date of Grant and to the
              extent of an additional 6,000 thereof after each of the next
              three successive years thereafter and 26,000 thereof in the
              fifth year during which Grantee shall have been in the continuous
              employ of the Company or a subsidiary.  For purposes of this
              agreement, "subsidiary" shall mean a corporation, partnership,
              joint venture, unincorporated association or other entity in
              which the Company has a direct or indirect ownership or other
              equity interest.  For purposes of this agreement, the continuous
              employment of Grantee with the Company or a subsidiary shall not
              be deemed to have been interrupted, and Grantee shall not be
              deemed to have ceased to be an employee of the Company or a
              subsidiary, by reason of the transfer of his employment among
              the Company and its subsidiaries.

          (b) Notwithstanding the provisions of Section 3(a) hereof, Grantee's
              right to receive the Common Shares covered by this agreement
              shall become nonforfeitable, if the Company should terminate
              Grantee's employment without cause or if Grantee should die or
              become permanently disabled while in the employ of the Company
              or any subsidiary, or if Grantee should retire with the Company's
              consent.  For purposes of this agreement, retirement "with the
              Company's consent" shall mean: (i) the retirement of Grantee
              prior to age 62 under a retirement plan of the Company or a
              subsidiary, if the Board or the Committee determines that his
              retirement is for the convenience of the Company or a subsidiary,
              or (ii) the retirement of Grantee at or after age 62 under a
              retirement plan of the Company or a subsidiary.  For purposes of
              this agreement, "permanently disabled" shall mean that Grantee
              has qualified for disability benefits under a disability plan or
              program of the Company or, in the absence of a disability plan or
              program of the Company, under a government-sponsored disability
              program.  For purposes of this Agreement, "cause" shall refer to
              termination of employment by the Company in reliance on a
              material act or omission of Grantee.

          (c) Notwithstanding the provisions of Section 3(a)  hereof, Grantee's
              right to receive the Common Shares covered by this agreement
              shall become nonforfeitable upon any change in control of the
              Company that shall occur while Grantee is an employee of the
              Company or a subsidiary.  For the purposes of this agreement, the
              term "change in control" shall mean the occurrence of any of the
              following events:

              (i)  The acquisition by any individual, entity or group (within
                   the meaning of Section 13(d)(3) or 14(d)(2) of the
                   Securities Exchange Act of 1934) (a "Person") of beneficial
                   ownership (within the meaning of Rule 13d-3 promulgated
                   under the Securities Exchange Act of 1934) of 30% or more
                   of either:  (A) the then-outstanding Common Shares or
                   (B) the combined voting power of the then-outstanding voting
                   securities of the Company entitled to vote generally in the
                   election of directors ("Voting Shares"); provided, however,
                   that for purposes of this subsection (i), the following

                                       2

                   acquisitions shall not constitute a change in control:
                   (1) any acquisition directly from the Company, (2) any
                   acquisition by the Company, (3) any acquisition by any
                   employee benefit plan (or related trust) sponsored or
                   maintained by the Company or any Subsidiary, or (4) any
                   acquisition by any Person pursuant to a transaction which
                   complies with clauses (A), (B) and (C) of subsection (i)
                   of this Section 3(c); or

              (ii) Individuals who, as of the date hereof, constitute the Board
                   (the "Incumbent Board") cease for any reason (other than
                   death or disability) to constitute at least a majority of
                   the Board; provided, however, that any individual becoming a
                   director subsequent to the date hereof whose election, or
                   nomination for election by the Company's shareholders, was
                   approved by a vote of at least a majority of the directors
                   then comprising the Incumbent Board (either by a specific
                   vote or by approval of the proxy statement of the Company in
                   which such person is named as a nominee for director,
                   without objection to such nomination) shall be considered as
                   though such individual were a member of the Incumbent Board,
                   but excluding for this purpose, any such individual whose
                   initial assumption of office occurs as a result of an actual
                   or threatened election contest (within the meaning of Rule
                   14a-11 of the Securities Exchange Act of 1934) with respect
                   to the election or removal of directors or other actual or
                   threatened solicitation of proxies or consents by or on
                   behalf of a Person other than the Board; or

              (iii)Consummation of a reorganization, merger or consolidation or
                   sale or other disposition of all or substantially all of the
                   assets of the Company (a "Business Combination"), in each
                   case, unless, following such Business Combination, (A) all
                   or substantially all of the individuals and entities who
                   were the beneficial owners, respectively, of the Common
                   Shares and Voting Shares immediately prior to such Business
                   Combination beneficially own, directly or indirectly, more
                   than 66-2/3% of, respectively, the then-outstanding shares
                   of common stock and the combined voting power of the then-
                   outstanding voting securities entitled to vote generally in
                   the election of directors, as the case may be, of the entity
                   resulting from such Business Combination (including, without
                   limitation, an entity which as a result of such transaction
                   owns the Company or all or substantially all of the
                   Company's assets either directly or through one or more
                   subsidiaries) in substantially the same proportions relative
                   to each other as their ownership, immediately prior to such
                   Business Combination, of the Common Shares and Voting Shares
                   of the Company, as the case may be, (B) no Person (excluding
                   any entity resulting from such Business Combination or any
                   employee benefit plan (or related trust) sponsored or
                   maintained by the Company or such entity resulting from such
                   Business Combination) beneficially owns, directly or
                   indirectly, 30% or more of, respectively, the then-
                   outstanding shares of common stock of the entity resulting
                   from such Business Combination, or the combined voting power
                   of the then-outstanding voting securities of such

                                       3



                   corporation except to the extent that such ownership existed
                   prior to the Business Combination, and (C) at least a
                   majority of the members of the board of directors of the
                   corporation resulting from such Business Combination were
                   members of the Incumbent Board at the time of the execution
                   of the initial agreement, or of the action of the Board,
                   providing for such Business Combination; or

              (iv) Approval by the shareholders of the Company of a complete
                   liquidation or dissolution of the Company.

     4.   Forfeiture of Awards.  Grantee's right to receive the Common Shares
          covered by this agreement that are then forfeitable shall be
          forfeited automatically and without further notice on the date that
          Grantee ceases to be an employee of the Company or a subsidiary prior
          to the fifth anniversary of the Date of Grant for any reason other
          than as described in Section 3(b).  In the event that Grantee shall
          intentionally commit an act that the Committee determines to be
          materially adverse to the interests of the Company or a subsidiary,
          Grantee's right to receive the Common Shares covered by this
          agreement shall be forfeited at the time of that determination
          notwithstanding any other provision of this agreement.

     5.   Retention of Certificates.  During the period in which the
          restrictions on transfer and risk of forfeiture provided in Sections
          2 and 4 above are in effect, the certificates representing the Common
          Shares covered by this grant shall be retained by the Company,
          together with the accompanying stock power signed by Grantee and
          endorsed in blank.

     6.   Compliance with Law.  The Company shall make reasonable efforts to
          comply with all applicable federal and state securities laws;
          provided, however, notwithstanding any other provision of this
          agreement, the Company shall not be obligated to issue any of the
          Common Shares covered by this agreement if the issuance thereof would
          result in violation of any such law.  To the extent that the Ohio
          Securities Act shall be applicable to this agreement, the Company
          shall not be obligated to issue any of the Common Shares or other
          securities covered by this agreement unless such Common Shares are
          (a) exempt from registration thereunder, (b) the subject of a
          transaction that is exempt from compliance therewith, (c) registered
          by description or qualification thereunder or (d) the subject of a
          transaction that shall have been registered by description
          thereunder.

     7.   Adjustments.  The Committee shall make any adjustments in the number
          or kind of shares of stock or other securities covered by this
          agreement that the Committee may determine to be equitably required
          to prevent any dilution or expansion of Grantee's rights under this
          agreement that otherwise would result from any (a) stock dividend,
          stock split, combination of shares, recapitalization or other change
          in the capital structure of the Company, (b) merger, consolidation,
          separation, reorganization or partial or complete liquidation
          involving the Company or (c) other transaction or event having an

                                       4



          effect similar to any of those referred to in Section 7(a) or 7(b)
          hereof.  Furthermore, in the event that any transaction or event
          described or referred to in the immediately preceding sentence shall
          occur, the Committee may provide in substitution of any or all of
          Grantee's rights under this agreement such alternative consideration
          as the Committee may determine in good faith to be equitable under
          the circumstances.

     8.   Withholding Taxes.  If the Company shall be required to withhold any
          federal, state, local or foreign tax in connection with any issuance
          of the Common Shares or other securities covered by this agreement,
          Grantee shall pay the tax or make provisions that are satisfactory to
          the Company for the payment thereof.

     9.   Right to Terminate Employment.  No provision of this agreement shall
          limit in any way whatsoever any right that the Company or a
          subsidiary may otherwise have to terminate the employment of Grantee
          at any time.

    10.   Relation to Other Benefits.  Any economic or other benefit to Grantee
          under this agreement or the Plan shall not be taken into account in
          determining any benefits to which Grantee may be entitled under any
          profit-sharing, retirement or other benefit or compensation plan
          maintained by the Company or a subsidiary and shall not affect the
          amount of any life insurance coverage available to any beneficiary
          under any life insurance plan covering employees of the Company or a
          subsidiary.

    11.   Amendments.  Any amendment to the Plan shall be deemed to be an
          amendment to this agreement to the extent that the amendment is
          applicable hereto; provided, however, that no amendment shall
          adversely affect the rights of Grantee with respect to the Common
          Shares or other securities covered by this agreement without
          Grantee's consent.

    12.   Severability.  In the event that one or more of the provisions of
          this agreement shall be invalidated for any reason by a court of
          competent jurisdiction, any provision so invalidated shall be deemed
          to be separable from the other provisions hereof, and the remaining
          provisions hereof shall continue to be valid and fully
          enforceable.

    13.   Governing Law.  This agreement is made under, and shall be construed
          in accordance with, the internal substantive laws of the State of
          Ohio.










                                       5



    This agreement is executed by the Company on this 10th day of January,
    2002.

                                  The Timken Company

                                  By  /s/ W.R. Burkhart
                                      ___________________________________
                                      W. R. Burkhart, Sr. Vice President &
                                      General Counsel




    The undersigned Grantee hereby acknowledges receipt of an executed original
of this agreement and accepts the right to receive the Common Shares or other
securities covered hereby, subject to the terms and conditions of the Plan and
the terms and conditions herein above set forth.



                                             /s/ Glenn A. Eisenberg
                                             _________________________________

                                                          Grantee

                                             Date: January 10, 2002
                                                   ___________________________






























                                       6

EX-10.31

                                 EXHIBIT 10.31


                                THE TIMKEN COMPANY

                            Restricted Shares Agreement


     WHEREAS, Curt J. Andersson ("Grantee") is an employee of The Timken
Company (the "Company"); and

     WHEREAS, the grant of restricted shares evidenced hereby was authorized
by a resolution of the Compensation Committee (the "Committee") of the Board of
Directors (the "Board") of the Company that was duly adopted on August 4, 2000,
and the execution of a restricted shares agreement in the form hereof was
authorized by a resolution of the Committee duly adopted on such date.

     NOW, THEREFORE, pursuant to the Company's Long-term Incentive Plan (as
Amended and Restated as of December 16, 1999) (the "Plan") and subject to the
terms and conditions thereof and the terms and conditions hereinafter set
forth, the Company hereby grants to Grantee, effective September 1, 2000 (the
"Date of Grant") the right to receive 35,000 shares of the Company's common
stock without par value (the "Common Shares").

       1.   Rights of Grantee.  The Common Shares subject to this grant shall
            be fully paid and nonassessable and shall be represented by a
            certificate or certificates registered in Grantee's name and
            endorsed with an appropriate legend referring to the restrictions
            hereinafter set forth.  Grantee shall have all the rights of a
            shareholder with respect to such shares, including the right to
            vote the shares and receive all dividends paid thereon, provided
            that such shares, and any additional shares that Grantee may become
            entitled to receive by virtue of a share dividend, a merger or
            reorganization in which the Company is the surviving corporation or
            any other change in the capital structure of the Company, shall be
            subject to the restrictions hereinafter set forth.

       2.   Restrictions on Transfer of Common Shares.  The Common Shares
            subject to this grant may not be assigned, exchanged, pledged,
            sold, transferred or otherwise disposed of by Grantee, except to
            the Company, until the Common Shares have become nonforfeitable
            in accordance with Section 3 hereof; provided, however, that
            Grantee's rights with respect to such Common Shares may be
            transferred by will or pursuant to the laws of descent and
            distribution.  Any purported transfer in violation of the
            provisions of this Section 2 shall be null and void, and the
            purported transferee shall obtain no rights with respect to such
            shares.

     3.   Vesting of Common Shares.

          (a) Subject to the terms and conditions of Sections 3(b), 3(c) and 4
              hereof, Grantee's right to receive the Common Shares covered by
              this agreement shall become nonforfeitable to the extent of one-
              third (1/3rd) of the Common Shares covered by this agreement


restricted-cja.doc


              after Grantee shall have been in the continuous employ of the
              Company or a subsidiary for one full year from the Date of Grant
              and to the extent of an additional one-third (1/3rd) thereof
              after each of the next two successive years thereafter during
              which Grantee shall have been in the continuous employ of the
              Company or a subsidiary.  For purposes of this agreement,
              "subsidiary" shall mean a corporation, partnership, joint
              venture, unincorporated association or other entity in which the
              Company has a direct or indirect ownership or other equity
              interest.  For purposes of this agreement, the continuous
              employment of Grantee with the Company or a subsidiary shall not
              be deemed to have been interrupted, and Grantee shall not be
              deemed to have ceased to be an employee of the Company or a
              subsidiary, by reason of the transfer of his employment among
              the Company and its subsidiaries.

          (b) Notwithstanding the provisions of Section 3(a) hereof, Grantee's
              right to receive the Common Shares covered by this agreement
              shall become nonforfeitable, if the Company should terminate
              Grantee's employment without cause or if Grantee should die or
              become permanently disabled while in the employ of the Company
              or any subsidiary, or if Grantee should retire with the Company's
              consent.  For purposes of this agreement, retirement "with the
              Company's consent" shall mean: (i) the retirement of Grantee
              prior to age 62 under a retirement plan of the Company or a
              subsidiary, if the Board or the Committee determines that his
              retirement is for the convenience of the Company or a subsidiary,
              or (ii) the retirement of Grantee at or after age 62 under a
              retirement plan of the Company or a subsidiary.  For purposes of
              this agreement, "permanently disabled" shall mean that Grantee
              has qualified for disability benefits under a disability plan or
              program of the Company or, in the absence of a disability plan or
              program of the Company, under a government-sponsored disability
              program.  For purposes of this Agreement, "cause" shall refer to
              termination of employment by the Company in reliance on a
              material act or omission of Grantee.

          (c) Notwithstanding the provisions of Section 3(a)  hereof, Grantee's
              right to receive the Common Shares covered by this agreement
              shall become nonforfeitable upon any change in control of the
              Company that shall occur while Grantee is an employee of the
              Company or a subsidiary.  For the purposes of this agreement, the
              term "change in control" shall mean the occurrence of any of the
              following events:

              (i)  The acquisition by any individual, entity or group (within
                   the meaning of Section 13(d)(3) or 14(d)(2) of the
                   Securities Exchange Act of 1934) (a "Person") of beneficial
                   ownership (within the meaning of Rule 13d-3 promulgated
                   under the Securities Exchange Act of 1934) of 30% or more
                   of either:  (A) the then-outstanding Common Shares or
                   (B) the combined voting power of the then-outstanding voting
                   securities of the Company entitled to vote generally in the
                   election of directors ("Voting Shares"); provided, however,
                   that for purposes of this subsection (i), the following

restricted-cja.doc                     2

                   acquisitions shall not constitute a change in control:
                   (1) any acquisition directly from the Company, (2) any
                   acquisition by the Company, (3) any acquisition by any
                   employee benefit plan (or related trust) sponsored or
                   maintained by the Company or any Subsidiary, or (4) any
                   acquisition by any Person pursuant to a transaction which
                   complies with clauses (A), (B) and (C) of subsection (i)
                   of this Section 3(c); or

              (ii) Individuals who, as of the date hereof, constitute the Board
                   (the "Incumbent Board") cease for any reason (other than
                   death or disability) to constitute at least a majority of
                   the Board; provided, however, that any individual becoming a
                   director subsequent to the date hereof whose election, or
                   nomination for election by the Company's shareholders, was
                   approved by a vote of at least a majority of the directors
                   then comprising the Incumbent Board (either by a specific
                   vote or by approval of the proxy statement of the Company in
                   which such person is named as a nominee for director,
                   without objection to such nomination) shall be considered as
                   though such individual were a member of the Incumbent Board,
                   but excluding for this purpose, any such individual whose
                   initial assumption of office occurs as a result of an actual
                   or threatened election contest (within the meaning of Rule
                   14a-11 of the Securities Exchange Act of 1934) with respect
                   to the election or removal of directors or other actual or
                   threatened solicitation of proxies or consents by or on
                   behalf of a Person other than the Board; or

              (iii)Consummation of a reorganization, merger or consolidation or
                   sale or other disposition of all or substantially all of the
                   assets of the Company (a "Business Combination"), in each
                   case, unless, following such Business Combination, (A) all
                   or substantially all of the individuals and entities who
                   were the beneficial owners, respectively, of the Common
                   Shares and Voting Shares immediately prior to such Business
                   Combination beneficially own, directly or indirectly, more
                   than 66-2/3% of, respectively, the then-outstanding shares
                   of common stock and the combined voting power of the then-
                   outstanding voting securities entitled to vote generally in
                   the election of directors, as the case may be, of the entity
                   resulting from such Business Combination (including, without
                   limitation, an entity which as a result of such transaction
                   owns the Company or all or substantially all of the
                   Company's assets either directly or through one or more
                   subsidiaries) in substantially the same proportions relative
                   to each other as their ownership, immediately prior to such
                   Business Combination, of the Common Shares and Voting Shares
                   of the Company, as the case may be, (B) no Person (excluding
                   any entity resulting from such Business Combination or any
                   employee benefit plan (or related trust) sponsored or
                   maintained by the Company or such entity resulting from such
                   Business Combination) beneficially owns, directly or
                   indirectly, 30% or more of, respectively, the then-
                   outstanding shares of common stock of the entity resulting
                   from such Business Combination, or the combined voting power
                   of the then-outstanding voting securities of such

restricted-cja.doc                     3


                   corporation except to the extent that such ownership existed
                   prior to the Business Combination, and (C) at least a
                   majority of the members of the board of directors of the
                   corporation resulting from such Business Combination were
                   members of the Incumbent Board at the time of the execution
                   of the initial agreement, or of the action of the Board,
                   providing for such Business Combination; or

              (iv) Approval by the shareholders of the Company of a complete
                   liquidation or dissolution of the Company.

     4.   Forfeiture of Awards.  Grantee's right to receive the Common Shares
          covered by this agreement that are then forfeitable shall be
          forfeited automatically and without further notice on the date that
          Grantee ceases to be an employee of the Company or a subsidiary prior
          to the fifth anniversary of the Date of Grant for any reason other
          than as described in Section 3(b).  In the event that Grantee shall
          intentionally commit an act that the Committee determines to be
          materially adverse to the interests of the Company or a subsidiary,
          Grantee's right to receive the Common Shares covered by this
          agreement shall be forfeited at the time of that determination
          notwithstanding any other provision of this agreement.

     5.   Retention of Certificates.  During the period in which the
          restrictions on transfer and risk of forfeiture provided in Sections
          2 and 4 above are in effect, the certificates representing the Common
          Shares covered by this grant shall be retained by the Company,
          together with the accompanying stock power signed by Grantee and
          endorsed in blank.

     6.   Compliance with Law.  The Company shall make reasonable efforts to
          comply with all applicable federal and state securities laws;
          provided, however, notwithstanding any other provision of this
          agreement, the Company shall not be obligated to issue any of the
          Common Shares covered by this agreement if the issuance thereof would
          result in violation of any such law.  To the extent that the Ohio
          Securities Act shall be applicable to this agreement, the Company
          shall not be obligated to issue any of the Common Shares or other
          securities covered by this agreement unless such Common Shares are
          (a) exempt from registration thereunder, (b) the subject of a
          transaction that is exempt from compliance therewith, (c) registered
          by description or qualification thereunder or (d) the subject of a
          transaction that shall have been registered by description
          thereunder.

     7.   Adjustments.  The Committee shall make any adjustments in the number
          or kind of shares of stock or other securities covered by this
          agreement that the Committee may determine to be equitably required
          to prevent any dilution or expansion of Grantee's rights under this
          agreement that otherwise would result from any (a) stock dividend,
          stock split, combination of shares, recapitalization or other change
          in the capital structure of the Company, (b) merger, consolidation,
          separation, reorganization or partial or complete liquidation
          involving the Company or (c) other transaction or event having an

restricted-cja.doc                     4


          effect similar to any of those referred to in Section 7(a) or 7(b)
          hereof.  Furthermore, in the event that any transaction or event
          described or referred to in the immediately preceding sentence shall
          occur, the Committee may provide in substitution of any or all of
          Grantee's rights under this agreement such alternative consideration
          as the Committee may determine in good faith to be equitable under
          the circumstances.

     8.   Withholding Taxes.  If the Company shall be required to withhold any
          federal, state, local or foreign tax in connection with any issuance
          of the Common Shares or other securities covered by this agreement,
          Grantee shall pay the tax or make provisions that are satisfactory to
          the Company for the payment thereof.

     9.   Right to Terminate Employment.  No provision of this agreement shall
          limit in any way whatsoever any right that the Company or a
          subsidiary may otherwise have to terminate the employment of Grantee
          at any time.

    10.   Relation to Other Benefits.  Any economic or other benefit to Grantee
          under this agreement or the Plan shall not be taken into account in
          determining any benefits to which Grantee may be entitled under any
          profit-sharing, retirement or other benefit or compensation plan
          maintained by the Company or a subsidiary and shall not affect the
          amount of any life insurance coverage available to any beneficiary
          under any life insurance plan covering employees of the Company or a
          subsidiary.

    11.   Amendments.  Any amendment to the Plan shall be deemed to be an
          amendment to this agreement to the extent that the amendment is
          applicable hereto; provided, however, that no amendment shall
          adversely affect the rights of Grantee with respect to the Common
          Shares or other securities covered by this agreement without
          Grantee's consent.

    12.   Severability.  In the event that one or more of the provisions of
          this agreement shall be invalidated for any reason by a court of
          competent jurisdiction, any provision so invalidated shall be deemed
          to be separable from the other provisions hereof, and the remaining
          provisions hereof shall continue to be valid and fully
          enforceable.

    13.   Governing Law.  This agreement is made under, and shall be construed
          in accordance with, the internal substantive laws of the State of
          Ohio.












restricted-cja.doc                     5



    This agreement is executed by the Company on this 5th day of September,
    2000.

                               The Timken Company

                               By  /s/ Stephen A. Perry
                                   ___________________________________
                                   Stephen A. Perry
                                   Senior Vice President -
                                   Human Resources, Purchasing & Communications




    The undersigned Grantee hereby acknowledges receipt of an executed original
of this agreement and accepts the right to receive the Common Shares or other
securities covered hereby, subject to the terms and conditions of the Plan and
the terms and conditions herein above set forth.



                                             /s/ Curt J. Andersson
                                             _________________________________

                                                          Grantee

                                             Date: September 5, 2000
                                                   ___________________________



























restricted-cja.doc                     6

EX-12

                                  EXHIBIT 12
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES



                                       Twelve Months Ended   Three Months Ended
                                       Dec. 31    Dec. 31   Dec. 31    Dec. 31
                                        2001       2000      2001       2000
                                      --------   --------  --------   --------
                                    (Thousands of Dollars, except ratio amounts)
(Loss) Income before income taxes,
      extraordinary item and
      cumulative effect of
      accounting changes              $(26,883)  $ 70,597  $  8,643   $ (3,117)
Amortization of capitalized interest     2,810      2,444       800        616
Interest expense                        33,401     31,922     7,588      9,148
Interest portion of rental expense       2,585      3,254       975      1,255

                                      --------   --------  --------   --------
Earnings                              $ 11,913   $108,217  $ 18,006   $  7,902
                                      ========   ========  ========   ========

Interest                              $ 34,824   $ 33,276  $  8,477   $  9,318
Interest portion of rental expense       2,111      3,254       975      1,255
                                      --------   --------  --------   --------
Fixed Charges                         $ 36,935   $ 36,530  $  9,452   $ 10,573
                                      ========   ========  ========   ========

Ratio of Earnings to Fixed Charges        0.32       2.96      1.90       0.75
                                      ========   ========  ========   ========

EX-13

EXHIBIT 13



ANNUAL REPORT TO SHAREHOLDERS

FOR THE YEAR ENDED DECEMBER 31, 2001

financial summary

2001		2000
(Thousands of dollars, except per share data)
Net sales Impairment and restructuring charges (Loss) income before income taxes Provision for income taxes Net (loss) income Earnings per share Earnings per share - assuming dilution Dividends per share	$ 2,447,178 54,689 (26,883) 14,783 $ (41,666) $ (.69) $ (.69) $ .67	$ 2,643,008 27,754 70,597 24,709 $ 45,888 $ .76 $ .76 $ .72

quarterly financial data

2001	Net Sales	Gross Profit	Impairment & Restructuring	Net Income (Loss)	Earnings per Share(1)		Dividends per Share
					Basic	Diluted
(Thousands of dollars, except per share data)
Q1 Q2 Q3 Q4	$ 661,516 634,389 577,698 573,575	$ 118,014 111,083 90,951 80,672	$ 7,907 16,859 24,639 5,284	$ 2,222 (14,574) (30,532) 1,218(2)	$ .04 (.24) (.51) .02	$ .04 (.24) (.51) .02	$ .18 .18 .18 .13
	$ 2,447,178	$ 400,720	$ 54,689	$ (41,666)	$ (.69)	$ (.69)	$ .67
2000
(Thousands of dollars, except per share data)
Q1 Q2 Q3 Q4	$ 685,791 693,263 632,243 631,711	$ 144,965 142,476 109,545 103,887	$ 14,759 3,322 3,453 6,220	$ 16,040 21,240 7,685 923	$ .26 .35 .13 .02	$ .26 .35 .13 .02	$ .18 .18 .18 .18
	$ 2,643,008	$ 500,873	$ 27,754	$ 45,888	$ .76	$ .76	$ .72

(1) Annual earnings per share do not equal the sum of the individual quarters due to differences in the average number of shares outstanding during the respective periods.
(2) Includes receipt of $31.0 million resulting from the U.S. Continued Dumping and Subsidy Offset Act.

2001 Stock Prices		2000 Stock Prices
High	Low	High	Low
$ 17.38 18.65 17.16 16.49	$ 14.63 14.89 11.75 13.04	$ 20.81 21.81 20.50 15.81	$ 13.50 15.50 13.56 12.56

1

consolidated statement of income

	Year Ended December 31
2001		2000	1999
(Thousands of dollars, except per share data)
Net sales Cost of products sold	$ 2,447,178 2,046,458	$ 2,643,008 2,142,135	$ 2,495,034 2,002,366
Gross Profit   Selling, administrative and general expenses Impairment and restructuring charges	400,720   363,683 54,689	500,873   367,499 27,754	492,668   359,910 -0-
Operating (Loss) Income   Interest expense Interest income Other income (expense)	(17,652)   (33,401) 2,109 22,061	105,620   (31,922) 3,479 (6,580)	132,758   (27,225) 3,096 (9,638)
(Loss) Income Before Income Taxes Provision for income taxes	(26,883) 14,783	70,597 24,709	98,991 36,367
Net (Loss) Income	$ (41,666)	$ 45,888	$ 62,624
Earnings Per Share	$ (0.69)	$ 0.76	$ 1.01
Earnings Per Share - Assuming Dilution	$ (0.69)	$ 0.76	$ 1.01

See accompanying Notes to Consolidated Financial Statements on pages 29 through 38.

md&a summary

The U.S. industrial manufacturing recession deepened during 2001, causing a 7.4% drop in sales for the year, which impacted operating profits and contributed to a net loss in 2001. In 2001, net sales were $2.447 billion, compared to $2.643 billion in 2000. Through the end of 2001, the company recorded $67.3 million in restructuring and implementation charges related to its strategic global refocusing of manufacturing operations. These special charges related to both the $55 million restructuring program that concluded during the first quarter of 2001 and to the second phase announced in April 2001. Excluding these special charges and a receipt of $31.0 million resulting from the U.S. Continued Dumping and Subsidy Offset Act (CDSOA), the company recorded in 2001 pretax income of $11.0 million (aftertax loss of $5.6 million). Including these items, the company reported a net loss of $41.7 million, compared with net income of $45.9 million in 2000. Cash increased by $22.5 million in 2001, and debt decreased to $497.0 million at the end of 2001, from $514.6 million a year ago. The company took aggressive actions during the year to lower inventories and control other costs to generate cash and reduce debt. Continuing weakness in global automotive and industrial demand and the U.S. manufacturing recession caused the 2001 decrease in sales and profit. Light vehicle production was down and truck production fell dramatically. Globally, shipments for industrial products fell in 2001. North American rail markets remained depressed, with railcar production at its lowest level since 1992. Aerospace and super precision sales increased modestly. Sales of steel products in all markets, except aerospace, were significantly lower. The sharp decline in sales and a reduction in customers’ steel inventories lowered steelmaking capacity utilization, which hurt profitability. In addition, the strong U.S. dollar continued to adversely impact business competitiveness in global markets. During the year, as a result of the company’s restructuring efforts and the economic downturn, the workforce was reduced by 1,739 positions by the end of 2001, a reduction of 8.5%. The company completed several acquisitions, joint ventures and strategic alliances in 2001. In the first quarter, the company entered into a joint venture with another bearing manufacturer in Brazil to produce forged and turned steel rings. The company also entered into two e-business joint ventures, one in North America and one in Europe, to provide e-business services for North American and European industrial distributors. The company purchased the assets of Score International, Inc., a manufacturer of dental handpiece repair tools, and completed the buyout of its Chinese joint venture partner in Yantai Timken Company Limited. Further, the previously announced sale of the tool and die steel operations of Timken Latrobe Steel – Europe was finalized. At the end of the first quarter, Steve Perry, vice president – human resources, purchasing and communications, retired from the company to accept President Bush’s appointment as administrator of the General Services Administration. In the second quarter, the company announced the second phase of its restructuring, affecting virtually every Timken manufacturing site worldwide and establishing a foundation for accelerating the company’s growth initiatives. The company announced its intent to close bearing plants in Columbus, Ohio and Duston, England, and to sell a tooling plant in Ashland, Ohio. The company entered into a strategic alliance with Axicon Technologies in Pittsburgh, Pennsylvania to develop advanced gearing products. Also, the company formed a joint venture with Bardella S.A. Industrias Mechanicas (Bardella) to provide industrial services to the steel and aluminum industries in Brazil.

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THE TIMKEN COMPANY

In the third quarter, the company continued to experience the impact of prolonged economic deterioration. As a result, the company accelerated its previously announced manufacturing strategy initiative, which included stepping up the closing of the Columbus and Duston bearing plants and reducing salaried employment by an additional 300 associates primarily in North America and Western Europe. In the fourth quarter, the company acquired Lecheres Industries SAS, parent company of Bamarec, S.A., a precision component manufacturer in France. In early November, the Columbus rail bearing plant was closed ahead of schedule. In response to the continued economic weakness experienced in the manufacturing sector throughout the year and projections of a slow economic recovery, the company’s board of directors reduced the quarterly dividend from $0.18 to $0.13. The $31.0 million payment from the U.S. Treasury Department under CDSOA resulted from a requirement that tariffs collected on dumped imports be directed to the industries harmed. On December 19, the board of directors elected Glenn Eisenberg as executive vice president – finance and administration. Mr. Eisenberg succeeds Gene Little, senior vice president – finance, who will retire in mid-2002 after 35 years of service. Mr. Eisenberg began his duties on January 10, 2002. On January 1, 2002, the members of the European Union ceased using their national currencies and began using the common currency, the Euro. During 2001, the company evaluated the business implications of this impending conversion, including the adaptation of internal systems to accommodate Euro transactions, the competitive implications of cross-border pricing and other strategic issues. As of December 31, 2001, all of the company’s affected subsidiaries had been converted and the Euro conversion did not have a material impact on the company’s financial condition or results of operations.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE STATEMENT OF INCOME

2001 compared to 2000

The company reported net sales of $2.447 billion, a decrease of 7.4% from $2.643 billion in 2000. Continuing weakness in global automotive and industrial demand and the U.S. manufacturing recession contributed to the decreased sales and profits for 2001. The strong U.S. dollar continued to hurt business competitiveness in global markets. The company experienced declining demand in key sectors, including North American heavy truck and rail, as well as inventory balancing in the North American light truck and SUV market. Globally, demand for industrial products decreased in 2001. Aerospace and super precision sales increased modestly over 2000 levels. Sales of steel products in all markets except aerospace were significantly lower. Gross profit in 2001 was $400.7 million (16.4% of net sales), down from $500.9 million (19.0% of net sales). The impact of the lower sales volume, fueled by weakened automotive and industrial product demand as well as reduced operating levels to control inventory, reduced profitability in 2001, compared to 2000. In 2001, gross profit included $7.7 million in reorganization and implementation costs compared to $4.1 million in 2000. In 2001, the economic downturn resulted in a reduction of 777 positions, and restructuring efforts led to 762 reductions. The operating loss for 2001 was $17.6 million, compared to income of $105.6 million in 2000. In 2001, the company recorded restructuring costs of $54.7 million and $12.6 million of implementation and reorganization costs, compared to $27.8 million in restructuring costs and $11.1 million in reorganization costs in 2000. Selling, administrative and general expenses decreased to $363.7 million (14.9% of net sales) in 2001, compared to $367.5 million (13.9% of net sales) in 2000. This decrease was primarily caused by reduced compensation expense. The salaried workforce reduction, which occurred during the second half of 2001, is expected to significantly reduce selling, administrative and general expense in 2002. The $55 million restructuring program announced in March 2000 concluded during the first quarter of 2001, with total charges of $49.4 million ($10.5 million in 2001) recorded for impairment, restructuring and reorganization. Of the $49.4 million total charges recorded between March 2000 and March 2001, $20.7 million were impairment expenses, $13.0 million related to restructuring expenses and $15.7 million were reorganization expenses. During the year, $2.0 million in restructuring expenses were reversed as a result of an overaccrual in severance for associates included in the first phase of restructuring but who were not severed. Total payments of $13.0 million have been disbursed as of December 31, 2001. Estimated savings related to this program realized through the end of 2001 approximate $26 million before taxes. During 2001, 106 positions were identified and exited the company due to the initial restructuring. Combined with positions eliminated during 2000, this resulted in a total elimination of 694 positions as part of the initial restructuring. In April 2001, the company announced a strategic global refocusing of its manufacturing operations to establish a foundation for accelerating the company's growth initiatives. This second phase of the company's transformation includes creating focused factories for each product line or component, replacing specific manufacturing processes with state-of-the-art processes through the company's global supply chain, rationalizing production to the lowest total cost plants in the company's global manufacturing system and implementing lean manufacturing process redesign to continue to improve quality and productivity. The company announced its intention to close bearing plants in Columbus, Ohio and Duston, England, and to sell a tooling plant in Ashland, Ohio. These changes were expected to affect production processes and employment as the company reduces positions by about 1,500 by the end of 2002. In light of the market weakness experienced throughout 2001, the company announced in June that it was stepping up the strategic refocusing of its manufacturing operations. This included accelerating the previously announced closings in Columbus and Duston. The Columbus bearing plant ceased manufacturing operations on November 9, while the Duston plant is expected to close in mid-2002. The company announced additional cost-saving actions in August. The company took steps to further reduce capital spending, delay or scale back certain projects and reduce salaried employment. The reductions affected about 300 salaried associates concentrated in North America and Western Europe. The affected associates exited the company by the end of 2001.

21

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE STATEMENT OF INCOME (CONTINUED)

As a result of the program announced in April, the company targeted an annualized pretax rate of savings of approximately $100 million by the end of 2004. To implement these actions, the company expects to take approximately $100-$110 million in severance, impairment and implementation charges by the end of 2002. As of the end of 2001, the company achieved estimated annualized savings of $21 million. The actual charges incurred for this program to date total $56.8 million. Of that amount, $15.1 million were curtailment charges, $1.5 million were related to impaired assets, $30.8 million were severance expenses, $1.4 million were exit costs and the remaining $8.0 million were implementation charges classified as cost of products sold ($4.1 million) and selling, administrative and general expenses ($3.9 million). The curtailment charges of $15.1 million were for the pension and postretirement benefits related to the shutdown of the Columbus plant. The $30.8 million of severance costs and $1.4 million in exit costs were related to the shutdown of the Columbus and Duston plants as well as reductions in the salaried workforce. As of December 31, 2001, cash payments of $9.1 million have been made for severance, resulting in a remaining accrual balance of $21.4 million. Of the total $30.8 million in severance costs, $0.3 million was paid and expensed when incurred. Since the announcement in April, 856 associates left the company by the end of 2001. Of that number, 618 people were from the Duston and Columbus plants, Canadian Timken Ltd., and associates included in the worldwide salaried workforce reduction for whom severance has been paid. The remaining 238 associates retired or voluntarily left the company through the end of the year, and their positions have been eliminated. The majority of the increase in income reflected in other income (expense) in 2001 versus 2000 came from the $31.0 million CDSOA payment as well as gain on sales of property in Canada and Germany. This income was partially offset by the increased foreign currency translation losses recorded by the company during 2001. Foreign currency translation losses related to non-hyperinflationary economies totaled $0.9 million in 2001, compared to income of $2.6 million in 2000. The increase in translation losses is related to the continued weakening of European currencies against a strong U.S. dollar and the devaluation of the Brazilian real during 2001. The company’s subsidiary in Romania is considered to operate in a highly inflationary economy. In 2001, the company recorded unrealized exchange losses of $2.3 million related to the translation of Timken Romania’s financial statements, compared to $4.0 million in 2000. The expense was impacted by the strength of the U.S. dollar. Although the company recorded a loss before income taxes for the twelve months ended December 31, 2001, a consolidated tax provision has been recorded as a result of the company generating income in certain jurisdictions on which taxes must be provided and losses in other jurisdictions, which are not available to reduce overall tax expense. The Automotive Bearings Business includes products for passenger cars, light and heavy trucks and trailers. The decline in global automotive demand that began in the second half of 2000 continued to negatively impact sales of automotive bearings during 2001. Global Automotive Bearings’ sales for 2001 fell 10.6% to $751.0 million from $839.8 million in 2000. North American automotive bearings sales were down compared to 2000. Production levels were adversely impacted by increased import and transplant penetration in light vehicles and vehicle inventory reduction. Light truck production was down 8% from 2000, medium and heavy truck production was down 35% and trailer production down 44% from 2000 levels. In Europe, automotive bearing sales decreased compared to 2000 levels. The company anticipates that key automotive markets will be weaker in 2002 compared to 2001. New platform launches are expected to improve the company’s performance in the automotive sector in 2002. Excluding $31.0 million in restructuring, impairment and implementation charges and the favorable $3.0 million allocated portion of the CDSOA payment, Automotive Bearings’ earnings before interest and income taxes (EBIT) was a loss of $11.9 million in 2001. Excluding $3.0 million in restructuring, impairment and implementation charges in 2000, Automotive Bearings’ EBIT reflected income of $27.6 million. Including these special charges in 2001 and 2000 and the CDSOA payment in 2001, Automotive Bearings’ EBIT was a loss of $39.9 million, compared to income of $24.6 million in 2000. The decline in EBIT was caused by lower sales volume, pricing pressures, higher electricity, natural gas and raw material costs and reduced plant activity, resulting in higher unabsorbed manufacturing costs. In 2001, a change was made to the corporate center cost allocation methodology to better align corporate costs, such as research and development, with the business receiving the direct benefit. Automotive Bearings’ selling, administrative and general expenses were higher than a year ago, primarily due to the increased allocation of corporate center expenses to the business and increased reorganization expense. The Industrial Bearings Business includes industrial, rail, aerospace and super precision products as well as emerging markets in China, India and Central and Eastern Europe. Industrial Bearings’ net sales were $882.3 million, a decrease of 4.5% from 2000 net sales of $923.5 million. Globally, demand for industrial products decreased in 2001. In addition, aerospace and super precision sales increased about 10% in 2001 compared to 2000, but were offset by the continued decline in rail sales. North American railcar production is at its lowest level since 1992. Rail markets are expected to remain depressed. The company anticipates that industrial markets will start to improve in the second half of 2002. The decrease in commercial aerospace sales should be mitigated by the increased military spending. Excluding $33.6 million in restructuring, impairment and implementation charges and the favorable $28.0 million allocated portion of the CDSOA payment, Industrial Bearings’ EBIT was $37.7 million in 2001, compared to $72.4 million in 2000, which excluded $18.1 million in restructuring, impairment and implementation charges. Including these special charges in 2001 and 2000 and the CDSOA payment in 2001, Industrial Bearings’ EBIT was $32.1 million in 2001, compared to $54.3 million in 2000. Lower sales volume, unfavorable product mix, higher electricity and natural gas costs and lowered production levels reduced profitability in 2001, compared to 2000. Improved EBIT

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THE TIMKEN COMPANY

performance in aerospace and super precision was not enough to offset the decline in profitability experienced in the overall Industrial Bearings’ segment. Industrial Bearings’ selling, administrative and general expenses in 2001 were lower, compared to a year ago. Although the reserve for doubtful accounts increased year over year as a result of a rail customer’s bankruptcy filing in 2001, this increase was more than offset by the favorable impact on Industrial Bearings’ expenses resulting from the change made in the corporate center cost allocation methodology to better align corporate costs with the business receiving the direct benefit. Steel's net sales, including intersegment sales, decreased by 10.8% to $960.4 million, compared to $1.076 billion in 2000. Weaker customer demand in the last half of 2001 led to lower sales in nearly all Steel business sectors. The exceptions were sales to aerospace and oil country customers, which increased modestly from 2000 levels. Automotive demand, which began softening in the fourth quarter of 2000 and continued throughout 2001, negatively impacted Steel sales. Sales to bearing customers decreased. Imports continued to negatively affect the Steel business by lowering market prices in the U.S. In addition, the strong U.S. dollar continued to hurt Steel business competitiveness in global markets. In June 2001, President Bush directed the U.S. International Trade Commission (ITC) to initiate an investigation on steel imports under Section 201 of U.S. trade law, urging multilateral negotiations to reduce global excess steel capacity and calling for multilateral negotiations to address market-distorting factors in the world steel trade. Steel contributed to the investigation by completing the ITC questionnaires. In late October, the ITC voted and affirmed that injury had been caused related to hot-rolled and cold-finished bars as well as tool steels. The final remedies from the recent Section 201 filings are expected to be announced in the first quarter of 2002. Only slight improvements in demand are expected in early 2002, compared to very weak steel demand in the fourth quarter of 2001. In general, steel demand across most business sectors is expected to remain weak through the first half of 2002. Excluding Steel's portion of the restructuring, impairment and implementation charges of $2.7 million, Steel's EBIT in 2001 decreased 67.7% to $12.0 million, compared to $37.1 million in 2000, which excluded $17.8 million in special charges. Including restructuring, impairment and implementation charges, Steel EBIT was $9.3 million, compared to $19.3 million in 2000. Due to pressure from imports, Steel has had to lower prices to maintain market share in certain segments, resulting in lower margins. The decline in EBIT was primarily due to lower sales volume and reduced operating levels in response to market conditions. However, continued cost-cutting actions and lower raw material and energy costs in the last half of 2001 favorably impacted EBIT performance. The average unit cost for natural gas was higher in 2001 compared to 2000, but reduced operating levels caused natural gas consumption in 2001 to be lower than 2000. Steel's selling, administrative and general expenses in 2001 decreased, compared to a year ago. Although there were increased costs associated with the alliance with Axicon Technologies, Inc. and the recent acquisition of Lecheres Industries SAS, these increases were offset by the cost savings obtained from various cost-reduction programs implemented by the business during 2001. In addition, Steel had a favorable impact on its expenses as a result of the change made in 2001 in the corporate center cost allocation methodology used to better align corporate costs with the business receiving the direct benefit. 2000 compared to 1999
Net sales increased in 2000 by 5.9% to $2.643 billion. North American light vehicle demand remained steady through October 2000, but began to decline during the fourth quarter and fell sharply in December as manufacturers lowered production and worked down inventories. Heavy truck demand weakened significantly in the second half of 2000. Industrial markets stagnated or showed slight weakening during the second half of 2000. Although the Euro strengthened in late 2000, its earlier devaluation against the U.S. dollar and British pound enabled European producers to export into North America with lower prices, which put more pressure on prices and operating margins. In addition, the Euro’s earlier depressed value substantially eroded margins on products manufactured in the U.S. and the United Kingdom and sold throughout the rest of Europe. The North American rail industry continued to be weak, while aerospace and super precision markets strengthened slightly in the second half of 2000. Latin America remained strong during 2000, but showed some signs of weakening late in the year. Sales in Asia Pacific were up slightly over 1999’s levels. Gross profit increased 1.7% from $492.7 million (19.7% of sales) to $500.9 million (19.0% of sales). The stronger performance in 2000 was driven by changes in sales mix, with growth in higher margin industrial sales offsetting weakening automotive sales. Also, higher manufacturing volumes and cost improvements made during 2000 offset higher contract wage and benefit costs in the U.S. In March 2000, the company announced an acceleration of its global restructuring. Implementation, employee severance and non-cash impairment charges of $55 million were expected through the first quarter of 2001, with $38.9 million recorded during 2000. The originally announced $35 million in annual savings was revised to $29 million, primarily as a result of canceling certain tax initiatives and European distribution operational problems. Of the $38.9 million of charges recorded, about $16.8 million related to non-cash asset impairment and abandoned acquisition expenses. Severance expenses accounted for $11.0 million, and reorganization costs were $11.1 million. As of December 31, 2000, the workforce was reduced by 612 positions. Cash expenditures relating to the restructuring efforts in 2000 amounted to $8.0 million and were paid from operations. Operating income decreased 20.5% from $132.8 million to $105.6 million. Selling, administrative and general expenses increased to $367.5 million (13.9% of net sales) in 2000 as compared to $359.9 million (14.4% of net sales) in 1999, primarily due to reorganization costs. Other expense decreased in 2000 as a result of lower foreign currency translation losses. Taxes in 2000 represented 35.0% of income before taxes compared to 36.7% in 1999. The lower effective tax rate was due primarily to use of foreign and state tax credits, as well as benefits derived from settlement of federal income tax issues and amended foreign sales corporation income tax returns.

23

consolidated balance sheet

	December 31
2001		2000
(Thousands of dollars) ASSETS Current Assets    Cash and cash equivalents    Accounts receivable, less allowances: 2001–$14,976; 2000–$11,259    Deferred income taxes    Refundable income taxes    Inventories:       Manufacturing supplies       Work in process and raw materials       Finished products	$ 33,392 307,759 42,895 15,103   36,658 212,040 180,533	$ 10,927 354,972 43,094 -0-   40,515 247,806 201,228
Total Inventories	429,231	489,549
Total Current Assets   Property, Plant and Equipment    Land and buildings    Machinery and equipment	828,380     488,540 2,483,253	898,542     489,254 2,485,125
Less allowances for depreciation	2,971,793 1,666,448	2,974,379 1,610,607
Property, Plant and Equipment-Net	1,305,345	1,363,772
Other Assets    Costs in excess of net assets of acquired businesses, less      accumulated amortization: 2001–$47,288 ; 2000–$41,228    Intangible pension asset    Miscellaneous receivables and other assets    Deferred income taxes    Deferred charges and prepaid expenses	150,041 136,118 63,499 27,164 22,537	151,487 88,405 43,974 -0- 17,925
Total Other Assets	399,359	301,791
Total Assets	$ 2,533,084	$ 2,564,105

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE BALANCE SHEET

Total assets decreased by $31.0 million. This decrease was the result of the company monitoring working capital and decreasing capital expenditures. Accounts receivable decreased by $47.2 million from December 31, 2000. The company’s consolidated number of days’ sales in receivables at December 31, 2001 was 51 days, compared to 53 days as of December 31, 2000. The decreases were the result of reduced sales levels and concentrated cash collection efforts. The decrease in inventories was $60.3 million. The company’s consolidated number of days’ supply in inventory at December 31, 2001 was 105 days, compared to 108 days a year ago. This was the lowest level ever in the company’s history. Steel’s inventory levels were reduced in 2001 through effective management and structural improvements. The company uses the LIFO method of accounting for approximately 73% of its inventories. Under this method, the cost of products sold approximates current costs and, as such, reduces distortion in reporting due to inflation. Depreciation charged to operations is based on historical cost and is significantly less than if it were based on replacement value. Miscellaneous receivables and other assets increased $19.5 million from December 31, 2000. This was primarily a result of the company funding affiliations and joint ventures. These include the Brazilian automotive joint venture with another bearing manufacturer, the industrial repair and engineering services joint venture in Brazil with Bardella, e-business joint ventures in the United States and Europe, the strategic alliance between Axicon Technologies, Inc. and Precision Steel Components, and the equity investment in Pel Technologies, LLC. The intangible pension asset increased by $47.7 million from December 31, 2000. In 2001, the company recorded additional pension liability, which is included in accrued pension cost. This additional pension liability generated a non-cash aftertax charge to accumulated other comprehensive loss of $122.5 million. Lower investment performance, which reflected lower stock market returns, and lower interest rates reduced the company’s pension fund asset values and increased the company’s defined benefit pension liability, respectively. The non-current deferred income tax asset increased at December 31, 2001 as a result of higher minimum pension liability and postretirement benefits. These deferred income tax assets are realizable in future years. Losses incurred in tax jurisdictions outside of the U.S. during 2001 have been fully reserved by increasing the valuation allowance for deferred income taxes.

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THE TIMKEN COMPANY

	December 31
2001		2000
(Thousands of dollars) LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities    Commercial paper    Short-term debt    Accounts payable and other liabilities    Salaries, wages and benefits    Income taxes    Current portion of long-term debt	$ 1,962 84,468 258,001 254,291 -0- 42,434	$ 76,930 105,519 239,182 137,320 1,527 26,974
Total Current Liabilities   Non-Current Liabilities    Long-term debt    Accrued pension cost    Accrued postretirement benefits cost    Deferred income taxes    Other non-current liabilities	641,156     368,151 317,297 406,568 -0- 18,177	587,452     305,181 237,952 394,097 11,742 22,999
Total Non-Current Liabilities	1,110,193	971,971
Shareholders’ Equity    Class I and II Serial Preferred Stock without par value:       Authorized–10,000,000 shares each class, none issued    Common stock without par value:       Authorized–200,000,000 shares       Issued (including shares in treasury) 63,082,626 shares       Stated capital       Other paid-in capital    Earnings invested in the business    Accumulated other comprehensive loss    Treasury shares at cost (2001 – 3,226,544 shares; 2000 – 3,117,469 shares)	-0-       53,064 256,423 757,410 (224,538) (60,624)	-0-       53,064 256,873 839,242 (84,913) (59,584)
Total Shareholders’ Equity	781,735	1,004,682
Total Liabilities and Shareholders’ Equity	$ 2,533,084	$ 2,564,105

See accompanying Notes to Consolidated Financial Statements on pages 29 through 38.

Accounts payable and other liabilities increased by $18.8 million, primarily due to recording higher accruals for severance related to the restructuring announced in April 2001. In addition, the 2001 acquisitions of Lecheres Industries SAS and Score International, Inc. increased accounts payable and accrued taxes year over year. The increase in salaries, wages and benefits of $117.0 million is attributable to increased current pension and postretirement liabilities. The company continues to value the importance of a strong credit profile. Standard & Poor’s Rating Services’ (S&P) rating of the company’s long-term senior debt remains A-. S&P revised its outlook on the company from stable to negative and affirmed all ratings on the company’s debt. In addition, Moody’s Investors Service (Moody’s) downgraded the company’s long-term senior debt rating from A3 to Baa1 and revised its ratings outlook from stable to negative. Moody’s affirmed the company’s short-term debt rating. The 38.9% debt-to-total-capital ratio was higher than the 33.9% at the end of 2000, due to the decrease in shareholders’ equity. Debt decreased by $17.6 million, from $514.6 million at the end of 2000 to $497.0 million at December 31, 2001. Although debt increased during the year to fund increases to working capital and to fund capital expenditures related to the manufacturing strategy initiative, this increase was more than offset by the company’s focused actions during the year to lower inventories and control other costs to generate cash and reduce debt. The proceeds realized from the company’s issuance of $75.0 million in medium-term notes in August 2001 were used to pay down outstanding commercial paper. Capital spending in 2001 decreased 37.1% to $102.3 million from total 2000 capital spending of $162.7 million, as a result of the company effectively monitoring asset maintenance and replacement as well as managing capital spending related to the manufacturing strategy initiative. Shareholders’ equity decreased primarily as a result of the minimum pension liability adjustment of $122.5 million, net loss of $41.7 million, payment of dividends to shareholders of $40.2 million for the year and non-cash foreign currency translation adjustments of $15.9 million, resulting from the fluctuation in exchange rates for various currencies due to the strong U.S. dollar.

25

consolidated statement of cash flows

	Year Ended December 31
2001		2000	1999
(Thousands of dollars) CASH PROVIDED (USED) Operating Activities    Net (loss) income    Adjustments to reconcile net income to net cash       provided by operating activities:          Depreciation and amortization          Deferred income tax provision          Common stock issued in lieu of cash to benefit plans          Non-cash portion of impairment and restructuring charges          Changes in operating assets and liabilities: Accounts receivable Inventories Other assets Accounts payable and accrued expenses Foreign currency translation gain	$ (41,666)     152,467 23,013 1,441 41,832   44,803 51,247 (16,897) (72,483) (3,886)	$ 45,888     151,047 10,585 1,303 16,813   (22,536) (52,566) (172) 4,046 (1,296)	$ 62,624     149,949 20,760 467 -0-   12,390 6,551 13,307 13,291 (1,921)
Net Cash Provided by Operating Activities   Investing Activities    Purchases of property, plant and equipment–net    Acquisitions	179,871     (86,377) (12,957)	153,112     (152,506) -0-	277,418     (164,872) (29,240)
Net Cash Used by Investing Activities   Financing Activities    Cash dividends paid to shareholders    Purchases of treasury shares    Proceeds from issuance of long-term debt    Payments on long-term debt    Short-term debt activity–net	(99,334)     (40,166) (2,931) 80,766 (2,176) (90,980)	(152,506)     (43,562) (24,149) 3,478 (3,595) 70,865	(194,112)     (44,502) (14,271) 4,076 (20,867) (411)
Net Cash (Used) Provided by Financing Activities Effect of exchange rate changes on cash	(55,487) (2,585)	3,037 (622)	(75,975) 255
Increase In Cash and Cash Equivalents Cash and cash equivalents at beginning of year	22,465 10,927	3,021 7,906	7,586 320
Cash and Cash Equivalents at End of Year	$ 33,392	$ 10,927	$ 7,906

See accompanying Notes to Consolidated Financial Statements on pages 29 through 38.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE STATEMENT OF CASH FLOWS

2001 compared to 2000

Cash and cash equivalents increased $22.5 million in 2001. Net cash provided by operating activities in 2001 was $179.9 million, compared to $153.1 million in 2000. Excluding the impact of the $31.0 million CDSOA payment, net cash provided by operating activities would have been comparable to 2000. Cash generated from income in 2001 was used to fund working capital changes, the restructuring and capital expenditures and to pay down debt. Accounts receivable provided $44.8 million in cash. The decrease in inventories provided $51.2 million in cash during 2001. Cash was used as a result of the $72.5 million decrease in accounts payable and accrued expenses. Although accounts payable and accrued expenses increased in 2001, the cash flow effect of this increase in accruals was offset by the non-cash impact of the severance accruals and postretirement benefit reserves related to the Duston and Columbus plant closings as well as the salaried workforce reduction and other manufacturing strategy initiatives. The costs associated with the closing of the Columbus and Duston plants and other manufacturing strategy initiatives were included in the restructuring announced in April 2001. The costs associated with the salaried workforce reduction were included in the accelerated restructuring announced in August 2001. Purchases of property, plant and equipment–net were $86.4 million compared to $152.5 million in 2000. In light of the weak economy, the company focused attention on cash conservation and controlled capital spending, while taking into account acceleration of the manufacturing strategy initiatives. The company generated more than $100 million in free cash flow. Free cash flow is defined as net cash provided by operating activities, less purchases of property, plant and equipment-net, adjusted for tax payments versus tax provided. Although the company implemented manufacturing strategy initiatives, cash was used to fund focused growth initiatives such as acquiring Score International, Inc., completing the buyout of its 40% minority interest Chinese joint venture partner in Yantai Timken Company Limited and purchasing Lecheres Industries SAS.

26

THE TIMKEN COMPANY

In August 2001, the company issued $75.0 million in medium-term notes, and the proceeds were used to pay down outstanding commercial paper. Funds were used by the company to repurchase 206,300 shares of the company’s common stock to be held in treasury as authorized under the company’s 2000 stock purchase plan. The 2000 common stock purchase plan authorizes the company to buy in the open market or in privately negotiated transactions up to 4 million shares of common stock, which are to be held as treasury shares and used for specified purposes. The company may exercise this authorization until December 31, 2006. As of December 31, 2001, approximately 3.8 million shares remain outstanding pursuant to the plan. The company does not plan to be active in the near future in repurchasing shares under this plan. The company expects that any cash requirements in excess of cash generated from operating activities (such as those which may be required for potential future acquisitions and affiliations as well as cash contributions to the company’s pension plans) could be met by short-term borrowing and issuance of medium-term notes.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF OTHER INFORMATION

In the second quarter of 2000, the ITC voted to revoke the industry’s antidumping orders on imports of tapered roller bearings from Japan, Romania and Hungary. The ITC determined that revocation of the antidumping duty orders on tapered roller bearings from those countries was not likely to lead to continuation or recurrence of material injury to the domestic industry within a reasonably foreseeable time. The ITC upheld the antidumping duty order against China. The company has filed an appeal of the ITC’s decision regarding Japan, which is still pending. In 2001, the company decreased the discount rate for U.S.-based pension and postretirement benefit plans from 8.0% to 7.5% to reflect the decrease in year-end interest rates. The combined expense for U.S.-based pension and postretirement benefits plans is expected to decrease by about $10 million in 2002. This decrease primarily reflects curtailment charges taken in 2001 for the Columbus plant closure that will not recur in 2002. Contributions are projected to increase from 2001 levels. Changes in short-term interest rates related to three separate funding sources impact the company’s earnings. These sources are commercial paper issued in the United States, floating rate tax-exempt U.S. municipal bonds with a weekly reset mode and short-term bank borrowings at international subsidiaries. If the market rates for short-term borrowings increased by 1% around the globe, the impact would be an increase in interest expense of $1.2 million with the corresponding decrease in income before taxes of the same amount. The amount was determined by considering the impact of hypothetical interest rates on the company’s borrowing cost, year-end debt balances by category and an estimated impact on the tax-exempt municipal bonds’ interest rates. Fluctuations in the value of the U.S. dollar compared to foreign currencies, predominately in European countries, also impact the company’s earnings. The greatest risk relates to products shipped between the company’s European operations and the United States. Foreign currency forward contracts and options are used to hedge these intracompany transactions. Additionally, hedges are used to cover third-party purchases of product and equipment. As of December 31, 2001, there were $19.5 million of hedges in place. A uniform 10% weakening of the dollar against all currencies would have resulted in a change of $1.5 million on these hedges. In addition to the direct impact of the hedged amounts, changes in exchange rates also affect the volume of sales or the foreign currency sales price as competitors’ products become more or less attractive. In June 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards (SFAS) No. 141, "Business Combinations," and No. 142, "Goodwill and Other Intangible Assets." Under SFAS No. 142, goodwill and certain other intangible assets are no longer amortized but are reviewed annually for impairment. Intangible assets that are separable and have a definite life will continue to be amortized over their useful lives. If, based on the impairment reviews, the related assets are found to be impaired, their carrying value is adjusted through a charge to earnings. The company will apply the new accounting rules for goodwill and other intangible assets, beginning in the first quarter of 2002. The company is currently evaluating the application of this complex accounting standard. It has identified five reporting units and is in the process of estimating the fair value of each reporting unit. On December 31, 1998, certain countries that are members of the European Union fixed the conversion rates between their national currencies and a common currency, the Euro. The participating countries' former national currencies existed until January 1, 2002. During 2001, the company evaluated the business implications of conversion to the Euro, including the need to adapt internal systems to accommodate the various Euro-denominated transactions, the competitive implications of cross-border pricing and other strategic issues. The company established a Euro project team to manage the changes required to conduct business operations in compliance with Euro-related regulations. As of December 31, 2001, all of the company’s affected subsidiaries were converted, and the Euro conversion did not have a material impact on the company’s financial condition or results of operations for subsidiaries. The company continues to protect the environment and comply with environmental protection laws. Additionally, it has invested in pollution control equipment and updated plant operational practices. The company is committed to implementing a documented environmental management system worldwide and to becoming certified under the ISO 14001 standard to meet or exceed customer requirements. By the end of 2001, the company’s plants in Desford, England; Sosnowiec, Poland; Jamshedpur, India; and Lincolnton, North Carolina had obtained ISO 14001 certification. The company believes it has established adequate reserves to cover its environmental expenses and has a well-established environmental compliance audit program, which includes a proactive approach to bringing its domestic and international units to higher standards of environmental performance. This program measures performance against local laws as well as standards that have been established for all units worldwide. It is difficult to assess the possible effect of compliance with future requirements that differ from existing ones. As previously reported, the company is unsure of the future financial impact to the company that could result from the United States Environmental Protection Agency’s (EPA’s) final rules to tighten the National Ambient Air Quality Standards for fine particulate and ozone. The company and certain of its U.S. subsidiaries have been designated as potentially responsible parties (PRP’s) by the United States EPA for site investigation and remediation at certain sites under the Comprehensive Environmental Response, Compensation and Liability Act (Superfund). The claims for remediation have been asserted against numerous other entities, which are believed to be financially solvent and are expected to fulfill their proportionate share of the obligation. Management believes any ultimate liability with respect to all pending actions will not materially affect the company’s operations, cash flows or consolidated financial position.

27

consolidated statement of shareholders’ equity

		Common Stock
	Total	Stated Capital	Other Paid-In Capital	Earnings Invested in the Business	Accumulated Other Comprehensive Loss	Treasury Stock
(Thousands of dollars) Year Ended December 31, 1999 Balance at January 1, 1999 Net income Foreign currency translation adjustments   (net of income tax of $2,829) Minimum pension liability adjustment   (net of income tax of $274) Total comprehensive income Dividends–$0.72 per share Purchase of 804,500 shares for treasury Issuance of 152,425 shares from treasury(1)	$ 1,056,081 62,624   (13,952)         (466) 48,206 (44,502) (14,271) 467	$ 53,064	$ 261,156                  (2,869)	$ 818,794 62,624           (44,502)	$ (49,716)     (13,952)   (466)	$ (27,217)               (14,271) 3,336
Balance at December 31, 1999	$ 1,045,981	$ 53,064	$ 258,287	$ 836,916	$ (64,134)	$ (38,152)
Year Ended December 31, 2000 Net income Foreign currency translation adjustments   (net of income tax of $1,137) Minimum pension liability adjustment   (net of income tax of $301) Total comprehensive income Dividends–$0.72 per share Purchase of 1,354,000 shares for treasury Issuance of 123,068 shares from treasury(1)	45,888   (21,293)           514 25,109 (43,562) (24,149) 1,303		(1,414)	45,888           (43,562)	(21,293)   514	(24,149) 2,717
Balance at December 31, 2000	$ 1,004,682	$ 53,064	$ 256,873	$ 839,242	$ (84,913)	$ (59,584)
Year Ended December 31, 2001 Net loss Foreign currency translation adjustments   (net of income tax of $963) Minimum pension liability adjustment   (net of income tax of $61,892) Cumulative effect of change in   method of accounting Change in fair value of derivative   financial instruments Reclassification adjustments –   contract settlements Total comprehensive loss Dividends–$0.67 per share Purchase of 206,300 shares for treasury Issuance of 97,225 shares from treasury(1)	(41,666)   (15,914)   (122,520)   (34)   (1,560)           403 (139,625) (40,166) (2,931) 1,441		(450)	(41,666)                       (40,166)	(15,914)   (122,520)   (34)   (1,560)   403	(2,931) 1,891
Balance at December 31, 2001	$ 781,735	$ 53,064	$ 256,423	$ 757,410	$ (224,538)	$ (60,624)

(1) Share activity was in conjunction with employee benefit and stock option plans. See accompanying Notes to Consolidated Financial Statements on pages 29 through 38.

28

THE TIMKEN COMPANY

notes to consolidated financial statements

1 SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation: The consolidated financial statements include the accounts and operations of the company and its subsidiaries. All significant intercompany accounts and transactions are eliminated upon consolidation. Revenue Recognition: The company recognizes revenue when title passes to the customer. This is generally FOB shipping point except for certain exported goods, which is FOB destination. Selling prices are fixed based on purchase orders or contractual arrangements. Write-offs of accounts receivable have historically been low. Cash Equivalents: The company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Inventories: Inventories are valued at the lower of cost or market, with 73% valued by the last-in, first-out (LIFO) method. If all inventories had been valued at current costs, inventories would have been $151,976,000 and $140,473,000 greater at December 31, 2001 and 2000, respectively. Property, Plant and Equipment: Property, plant and equipment is valued at cost less accumulated depreciation. Provision for depreciation is computed principally by the straight-line method based upon the estimated useful lives of the assets. The useful lives are approximately 30 years for buildings, 5 to 7 years for computer software and 3 to 20 years for machinery and equipment. Costs in Excess of Net Assets of Acquired Businesses: Costs in excess of net assets of acquired businesses (goodwill) are amortized on the straight-line method over 25 years for businesses acquired after 1991 and over 40 years for those acquired before 1991. The carrying value of goodwill is reviewed for recoverability based on the undiscounted cash flows of the businesses acquired over the remaining amortization period. Should the review indicate that goodwill is not recoverable, the company’s carrying value of the goodwill would be reduced to fair value. In addition, the company assesses long-lived assets for impairment under Financial Accounting Standards Board’s (FASB) Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." Under those rules, goodwill associated with assets acquired in a purchase business combination is included in impairment evaluations when events or circumstances exist that indicate the carrying amount of those assets may not be recoverable. In June 2001, the FASB issued SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." Under SFAS No. 142, goodwill and certain other intangible assets are no longer amortized but are reviewed annually for impairment. Intangible assets that are separable and have a definite life will continue to be amortized over their useful lives. If, based on the impairment reviews, the related assets are found to be impaired, their carrying value is adjusted through a charge to earnings. The company will apply the new accounting rules for goodwill and other intangible assets, beginning in the first quarter of 2002. The company is currently evaluating the implications of SFAS No. 142. In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets, which provides guidance on the accounting for impairment or disposal of long-lived assets. SFAS No. 144 also provides guidance for differentiating between assets held and used and assets to be disposed of. The company will apply the new accounting rules for impairment, beginning January 1, 2002, and is evaluating the impact of adoption. Income Taxes: Deferred income taxes are provided for the temporary differences between the financial reporting basis and tax basis of the company’s assets and liabilities. The company plans to reinvest undistributed earnings of all non-U.S. subsidiaries. The amount of undistributed earnings that is considered to be indefinitely reinvested for this purpose was approximately $115,800,000 at December 31, 2001. Accordingly, U.S. income taxes have not been provided on such earnings. Based on financial information as of December 31, 2001, no additional U.S. income tax may be due if these earnings were distributed. However, such distributions would be subject to non-U.S. withholding taxes and secondary taxes on distributed profits totaling approximately $6,100,000. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and assumptions are reviewed and updated regularly to reflect recent experience. Foreign Currency Translation: Assets and liabilities of subsidiaries, other than those located in highly inflationary countries, are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the average rates of exchange prevailing during the year. The related translation adjustments are reflected as a separate component of accumulated other comprehensive loss. Foreign currency gains and losses resulting from transactions and the translation of financial statements of subsidiaries in highly inflationary countries are included in results of operations. The company recorded foreign currency exchange losses of $3,211,000 in 2001, $1,467,000 in 2000 and $9,856,000 in 1999. Earnings Per Share: Earnings per share are computed by dividing net (loss) income by the weighted-average number of common shares outstanding during the year. Earnings per share - assuming dilution are computed by dividing net (loss) income by the weighted-average number of common shares outstanding adjusted for the dilutive impact of potential common shares for options. Derivative Instruments: Effective January 1, 2001, the company adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended. The statement required the company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. If the derivative is designated as a hedge, depending on the nature of the hedge, changes in the fair value of the derivatives are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings. The ineffective portion of the change in fair value of a derivative that is designated as a hedge is immediately recognized in earnings. Certain of the company’s holdings of forward foreign exchange contracts have been deemed derivatives pursuant to the criteria established in SFAS No. 133, of which the company has designated certain of those derivatives as hedges. The adoption of SFAS No. 133 did not have a significant effect on the company’s financial position or results of operations. Reclassifications: Certain amounts reported in the 2000 financial statements have been reclassified to conform to the 2001 presentation.

29

notes to consolidated financial statements

2 IMPAIRMENT AND RESTRUCTURING CHARGES

It is the company’s policy to recognize restructuring costs in accordance with Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)" and the SEC Staff Accounting Bulletin No. 100, "Restructuring and Impairment Charges." Impairment charges are recognized to write down assets to their fair value when assets are identified that have a history of negative operating results or cash flows, have limited or no future strategic use or when it is probable that the undiscounted cash flows of an asset are less than the current net book value. The $55 million restructuring program announced in March 2000 concluded during the first quarter of 2001, with total charges of $49.4 million ($10.5 million in 2001) recorded for impairment, restructuring and reorganization. Of the $49.4 million total charges recorded between March 2000 and March 2001, $20.7 million were impairment expenses, $13.0 million related to restructuring expenses and $15.7 million were reorganization expenses. During the year, $2.0 million in restructuring expenses were reversed as a result of an overaccrual in severance for associates included in the first phase of restructuring but who were not severed. Total payments of $13.0 million have been disbursed as of December 31, 2001. Estimated savings related to this program realized through the end of 2001 approximate $26 million before taxes. During 2001, 106 positions were identified and exited the company due to the initial restructuring. Combined with positions eliminated during 2000, this resulted in a total elimination of 694 positions as part of the initial restructuring. In April 2001, the company announced a strategic global refocusing of its manufacturing operations to establish a foundation for accelerating the company's growth initiatives. This second phase of the company's transformation includes creating focused factories for each product line or component, replacing specific manufacturing processes with state-of-the-art processes through the company's global supply chain, rationalizing production to the lowest total cost plants in the company's global manufacturing system and implementing lean manufacturing process redesign to continue to improve quality and productivity. The company announced its intention to close bearing plants in Columbus, Ohio, and Duston, England, and to sell a tooling plant in Ashland, Ohio. These changes were expected to affect production processes and employment as the company reduces positions by about 1,500 by the end of 2002. In light of the market weakness experienced throughout 2001, the company announced in June that it was stepping up the strategic refocusing of its manufacturing operations. This included accelerating the previously announced closings in Columbus and Duston. The Columbus bearing plant ceased manufacturing operations on November 9, while the Duston plant is expected to close in mid-2002. The company announced additional cost-saving actions in August. The company took steps to further reduce capital spending, delay or scale back certain projects and reduce salaried employment. The reductions affected about 300 salaried associates concentrated in North America and Western Europe. The affected associates exited the company by the end of 2001. As a result of the program announced in April, the company targeted an annualized pretax rate of savings of approximately $100 million by the end of 2004. To implement these actions, the company expects to take approximately $100-$110 million in severance, impairment and implementation charges by the end of 2002. As of the end of 2001, the company achieved estimated annualized savings of $21 million. The actual charges incurred for this program to date total $56.8 million. Of that amount, $15.1 million were curtailment charges, $1.5 million related to impaired assets, $30.8 million were severance expenses, $1.4 million were exit costs and the remaining $8.0 million were implementation charges classified as cost of products sold ($4.1 million) and selling, administrative, and general expenses ($3.9 million). The curtailment charges of $15.1 million were for the pension and postretirement benefits related to the shutdown of the Columbus plant. The $30.8 million of severance costs and $1.4 million in exit costs were related to the shutdown of the Columbus and Duston plants as well as reductions in the salaried workforce. As of December 31, 2001, cash payments of $9.1 million have been made for severance, resulting in a remaining accrual balance of $21.4 million, the majority of which is payable over the next twelve months. Of the total $30.8 million in severance costs, $0.3 million was paid and expensed when incurred. Since the announcement in April, 856 associates left the company by the end of 2001. Of that number, 618 people were from the Duston and Columbus plants, Canadian Timken Ltd., and associates included in the worldwide salaried workforce reduction for whom severance has been paid. The remaining 238 associates retired or voluntarily left the company through the end of the year, and their positions have been eliminated.

Key elements of the 2001 restructuring and impairment charges by segment for the year ended December 31, 2001 are as follows:

	Auto	Industrial	Steel	Total
(Millions of dollars) Restructuring: Separation cost Exit costs   Impaired assets: Property, plant and equipment   Special Charges: SFAS No. 88/106 curtailment   Reversal of Separation cost	$  26.0      0.4 $  26.4   $   1.1     $   -0-   $  (0.2) $  27.3	$   7.6      1.0 $   8.6   $   3.8     $  15.1   $  (1.8) $  25.7	$   1.3      -0- $   1.3   $   0.4     $   -0-   $   -0- $   1.7	$  34.9      1.4 $  36.3   $   5.3     $  15.1   $  (2.0) $  54.7

30

THE TIMKEN COMPANY

3 COMPREHENSIVE LOSS

Accumulated other comprehensive loss consists of the following:

2001		2000	1999
(Thousands of dollars) Foreign currency translation adjustment Minimum pension liability adjustment Fair value of open foreign currency cash flow hedges	$ (94,570) (128,777) (1,191)	$ (78,656) (6,257) -0-	$ (57,363) (6,771) -0-
	$ (224,538)	$ (84,913)	$ (64,134)

4 ACQUISITIONS

In November 2001, the company purchased Lecheres Industries SAS, the parent company of Bamarec S.A., a precision component manufacturer based in France. In February 2001, the company completed the buyout of its Chinese joint venture partner in Yantai Timken Company Limited. Prior to the buyout, the company owned a 60% interest in Yantai Timken, and its financial results were consolidated into the company’s financial statements, taking into account a minority interest. In January 2001, the company purchased the assets of Score International, Inc., a manufacturer of dental handpiece repair tools located in Sanford, Florida. In March 1999, the company increased its ownership of Timken India Limited (formerly Tata Timken Limited) from 40% to 80%. Prior to the additional investment, the company accounted for its investment in Timken India using the equity method. As a result of the transaction, the Timken India financial position and operating results are consolidated into the company’s financial statements. The total cost of these acquisitions amounted to $12,957,000 in 2001 and $29,240,000 in 1999. A portion of the purchase price has been allocated to the assets and liabilities acquired based on their fair values at the dates of acquisition. The fair value of the assets was $25,408,000 in 2001 and $30,425,000 in 1999; the fair value of liabilities assumed was $16,396,000 in 2001 and $9,790,000 in 1999. The excess of the purchase price over the fair value of the net assets acquired has been allocated to goodwill. All of the acquisitions were accounted for as purchases. The company’s consolidated financial statements include the results of operations of the acquired businesses for the period subsequent to the effective date of these acquisitions. Pro forma results of operations have not been presented because the effect of these acquisitions was not significant.

5 EARNINGS PER SHARE

The following table sets forth the reconciliation of the numerator and the denominator of earnings per share and earnings per share - assuming dilution for the years ended December 31:

2001		2000	1999
(Thousands of dollars, except per share data) Numerator:   Net (loss) income for earnings per share and earnings per share - assuming     dilution – income available to common shareholders Denominator:   Denominator for earnings per share – weighted-average shares   Effect of dilutive securities:     Stock options and awards – based on the treasury stock method	$ (41,666)   59,947,568   (1)	$ 45,888   60,556,595   166,577	$ 62,624   61,795,162   230,651
Denominator for earnings per share - assuming dilution – adjusted   weighted-average shares	59,947,568	60,723,172	62,025,813
Earnings per share	$ (0.69)	$ 0.76	$ 1.01
Earnings per share - assuming dilution	$ (0.69)	$ 0.76	$ 1.01

(1) Addition of 161,211 shares would result in antidilution.

31

notes to consolidated financial statements

6 FINANCING ARRANGEMENTS

Long-term debt at December 31, 2001 and 2000 was as follows:

2001		2000
(Thousands of dollars) Fixed-rate Medium-Term Notes, Series A, due at various dates through   May 2028, with interest rates ranging from 6.20% to 7.76% Variable-rate State of Ohio Air Quality and Water Development   Revenue Refunding Bonds, maturing on November 1, 2025     (1.6% at December 31, 2001) Variable-rate State of Ohio Pollution Control Revenue Refunding   Bonds, maturing on July 1, 2003 (1.7% at December 31, 2001) Variable-rate State of Ohio Water Development Revenue   Refunding Bonds, maturing May 1, 2007 (1.6% at December 31, 2001) Variable-rate State of Ohio Water Development Authority Solid Waste   Revenue Bonds, maturing on July 1, 2032 (1.8% at December 31, 2001) Other	$ 327,000     21,700   17,000   8,000   24,000 12,885	$ 252,000     21,700   17,000   8,000   24,000 9,455
Less current maturities	410,585 42,434	332,155 26,974
	$ 368,151	$ 305,181

The maturities of long-term debt for the five years subsequent to December 31, 2001, are as follows: 2002–$42,434,000; 2003–$20,725,000; 2004–$5,750,000; 2005–$515,000; and 2006–$95,136,000. Interest paid in 2001, 2000 and 1999 approximated $33,000,000, $33,000,000 and $32,000,000, respectively. This differs from interest expense due to timing of payments and interest capitalized of $1,400,000 in 2001; $1,600,000 in 2000; and $3,700,000 in 1999 as a part of major capital additions. The weighted-average interest rate on commercial paper borrowings during the year was 4.3% in 2001, 6.5% in 2000 and 5.2% in 1999. The weighted- average interest rate on short-term debt during the year was 5.8% in 2001, and 6.3% in 2000 and 1999. At December 31, 2001, the company had available $298,000,000 through an unsecured $300,000,000 revolving credit agreement with a group of banks. The agreement, which expires in June 2003, bears interest based upon any one of four rates at the company’s option–adjusted prime, Eurodollar, competitive bid Eurodollar or the competitive bid absolute rate. Also, the company has a shelf registration filed with the Securities and Exchange Commission which, as of December 31, 2001, enables the company to issue up to an additional $125,000,000 of long-term debt securities in the public markets. In August 2001, the company issued $75,000,000 of medium-term notes with an effective interest rate of 6.75% maturing on August 21, 2006. The company and its subsidiaries lease a variety of real property and equipment. Rent expense under operating leases amounted to $16,799,000, $14,719,000 and $17,724,000 in 2001, 2000 and 1999, respectively. At December 31, 2001, future minimum lease payments for noncancelable operating leases totaled $57,104,000 and are payable as follows: 2002–$13,290,000; 2003–$9,826,000; 2004–$7,232,000 ; 2005–$4,817,000; 2006–$3,044,000; and $18,895,000 thereafter.

7 FINANCIAL INSTRUMENTS

As a result of the company’s worldwide operating activities, it is exposed to changes in foreign currency exchange rates, which affect its results of operations and financial condition. The company and certain subsidiaries enter into forward exchange contracts to manage exposure to currency rate fluctuations, primarily related to the purchases of inventory and equipment. The purpose of these foreign currency hedging activities is to minimize the effect of exchange rate fluctuations on business decisions and the resulting uncertainty on future financial results. At December 31, 2001 and 2000, the company had forward foreign exchange contracts, all having maturities of less than one year, with notional amounts of $19,507,000 and $10,948,000, respectively. The forward foreign exchange contracts were primarily entered into by the company’s European subsidiaries to manage Euro, U.S. dollar and British pound exposures. The realized and unrealized gains and losses on these contracts are deferred and included in inventory or property, plant and equipment, depending on the transaction. These deferred gains and losses are reclassified from accumulated other comprehensive loss and recognized in earnings when the future transactions occur, or through depreciation expense. The carrying value of cash and cash equivalents, accounts receivable, commercial paper, short-term borrowings and accounts payable are a reasonable estimate of their fair value due to the short-term nature of these instruments. The fair value of the company's fixed-rate debt, based on discounted cash flow analysis, was $334,000,000 and $255,000,000 at December 31, 2001 and 2000, respectively. The carrying value of this debt was $346,000,000 and $270,000,000.

32

THE TIMKEN COMPANY

8 STOCK COMPENSATION PLANS

The company has elected to follow Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for its stock options to key associates and directors. Under APB Opinion No. 25, because the exercise price of the company’s stock options equals the market price of the underlying common stock on the date of grant, no compensation expense is recognized. Under the company’s stock option plans, shares of common stock have been made available to grant at the discretion of the Compensation Committee of the Board of Directors to officers and key associates in the form of stock options, stock appreciation rights, restricted shares and deferred shares. In addition, shares can be awarded to directors not employed by the company. The options have a ten-year term and vest in 25% increments annually beginning twelve months after the date of grant. Pro forma information regarding net income and earnings per share is required by SFAS No. 123, and has been determined as if the company had accounted for its associate stock options under the fair value method of SFAS No. 123. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model. For purposes of pro forma disclosures, the estimated fair value of the options granted under the plan is amortized to expense over the options’ vesting periods. The pro forma information indicates a decrease in net income of $5,731,000 in 2001; $6,014,000 in 2000; and $5,056,000 in 1999.

Following is the pro forma information and the related assumptions under the Black-Scholes method:

2001		2000	1999
(Thousands of dollars except per share data) Pro forma net (loss) income Earnings per share Earnings per share - assuming dilution Assumptions: Risk-free interest rate Dividend yield Expected stock volatility Expected life - years	$ (47,397) $ (0.79) $ (0.79)   6.32% 3.36% 0.480 8	$ 39,874 $ 0.66 $ 0.66   6.31% 3.01% 0.481 8	$ 57,568 $ 0.93 $ 0.93   5.33% 2.79% 0.444 8

A summary of activity related to stock options for the above plans is as follows for the years ended December 31:

	2001		2000		1999
	Options	Weighted- Average Exercise Price	Options	Weighted- Average Exercise Price	Options	Weighted- Average Exercise Price
Outstanding - beginning of year Granted Exercised Canceled or expired	5,720,990 1,367,400 (54,528) (208,450)	$21.41 15.05 14.67 20.35	4,515,676 1,356,400 (88,761) (62,325)	$22.90 15.88 12.96 21.28	3,526,301 1,186,100 (186,774) (9,951)	$23.73 19.45 16.72 22.13
Outstanding - end of year	6,825,412	$20.22	5,720,990	$21.41	4,515,676	$22.90
Options exercisable	3,745,131		2,910,271		2,171,996

The company sponsors a performance target option plan that is contingent upon the company’s common shares reaching specified fair market values. Under the plan, no awards were issued nor was compensation expense recognized during 2001, 2000 or 1999. Exercise prices for options outstanding as of December 31, 2001, range from $13.50 to $33.75; the weighted-average remaining contractual life of these options is seven years. The estimated weighted-average fair values of stock options granted during 2001, 2000 and 1999 were $6.36, $7.01 and $8.11, respectively. At December 31, 2001, a total of 149,367 restricted stock rights, restricted shares or deferred shares have been awarded under the above plans and are not vested. The company distributed 61,301, 100,832 and 87,206 common shares in 2001, 2000 and 1999, respectively, as a result of awards of restricted stock rights, restricted shares and deferred shares. The number of shares available for future grants for all plans at December 31, 2001, including stock options, is 825,513.

33

notes to consolidated financial statements

9 RETIREMENT AND POSTRETIREMENT BENEFIT PLANS

The company sponsors defined contribution retirement and savings plans covering substantially all associates in the United States and certain salaried associates at non-U.S. locations. The company contributes Timken Company common stock to certain plans based on formulas established in the respective plan agreements. At December 31, 2001, the plans had 12,747,708 shares of Timken Company common stock with a fair value of $206,258,000. Company contributions to the plans, including performance sharing, amounted to $13,289,000 in 2001; $14,384,000 in 2000; and $14,891,000 in 1999. The company paid dividends totaling $8,192,000 in 2001; $7,958,000 in 2000; and $6,838,000 in 1999, to plans holding common shares. The company and its subsidiaries sponsor several unfunded postretirement plans that provide health care and life insurance benefits for eligible retirees and dependents. Depending on retirement date and associate classification, certain health care plans contain contributions and cost-sharing features such as deductibles and coinsurance. The remaining health care plans and the life insurance plans are noncontributory. The company and its subsidiaries sponsor a number of defined benefit pension plans, which cover many of their associates except those at certain locations who are covered by government plans.

The following tables set forth the change in benefit obligation, change in plan assets, funded status and amounts recognized in the consolidated balance sheet of the defined benefit pension and postretirement benefits as of December 31, 2001 and 2000:

	Defined Benefit Pension Plans		Postretirement Plans
	2001	2000	2001	2000
(Thousands of dollars) Change in benefit obligation Benefit obligation at beginning of year Service cost Interest cost Amendments Actuarial losses (gains) Associate contributions International plan exchange rate change Curtailment loss Benefits paid	$ 1,641,959 35,313 126,809 6,246 120,256 1,604 (5,416) 16,522 (117,691)	$ 1,451,729 33,328 119,943 76,602 72,869 1,845 (14,890) -0- (99,467)	$ 588,824 4,047 48,380 (33,413) 69,500 -0- (126) 9,109 (45,620)	$ 466,307 4,309 40,043 8,563 105,987 -0- 74 -0- (36,459)
Benefit obligation at end of year	$ 1,825,602	$ 1,641,959	$ 640,701	$ 588,824
Change in plan assets(1) Fair value of plan assets at beginning of year Actual return on plan assets Associate contributions Company contributions International plan exchange rate change Benefits paid	$ 1,383,683 (51,608) 1,604 84,882 (5,656) (117,691)	$ 1,457,453 (17,703) 1,845 56,843 (15,288) (99,467)
Fair value of plan assets at end of year	$ 1,295,214	$ 1,383,683
Funded status Projected benefit obligation in excess of plan assets Unrecognized net actuarial (gain) loss Unrecognized net asset at transition dates, net of amortization Unrecognized prior service cost (benefit)	$ (530,388) 260,126 (2,246) 146,448	$ (258,276) (55,482) (4,219) 168,181	$ (640,701) 241,018 -0- (51,743)	$ (588,824) 181,173 -0- (23,077)
Accrued benefit cost	$ (126,060)	$ (149,796)	$ (451,426)	$ (430,728)
Amounts recognized in the consolidated balance sheet Accrued benefit liability Intangible asset Minimum pension liability included in accumulated other comprehensive income	$ (456,517) 136,118   194,339	$ (248,126) 88,405   9,925	$ (451,426) -0-   -0-	$ (430,728) -0-   -0-
Net amount recognized	$ (126,060)	$ (149,796)	$ (451,426)	$ (430,728)

(1) Plan assets are primarily invested in listed stocks and bonds and cash equivalents.

34

THE TIMKEN COMPANY

Due to lower interest rates and lower capital market performance, the benefit obligations at December 31, 2001 exceeded the market value of plan assets for the majority of the company’s plans. For these plans, the projected benefit obligation was $1,808,138,000; the accumulated benefit obligation was $1,739,851,000, and the fair value of plan assets was $1,281,626,000 at December 31, 2001. In 2001, lower investment performance, which reflected lower stock market returns, and lower interest rates reduced the company’s pension fund asset values and increased the company’s defined benefit pension liability. As a result, the company’s minimum pension liability increased to $330,457,000 and its related intangible pension asset increased to $136,118,000. The balance is reflected as a reduction to shareholders’ equity, net of applicable deferred income taxes.

The following table summarizes the assumptions used by the consulting actuary and the related benefit cost information:

	Pension Benefits			Postretirement Benefits
	2001	2000	1999	2001	2000	1999
Assumptions Discount rate Future compensation assumption Expected long-term return on plan assets	7.50% 3% to 4% 9.50%	8.00% 3% to 4% 9.50%	8.25% 3% to 4% 9.25%	7.50%	8.00%	8.25%
Components of net periodic benefit cost (Thousands of dollars) Service cost Interest cost Expected return on plan assets Amortization of prior service cost Recognized net actuarial (gain) loss Curtailment loss Amortization of transition asset	$ 35,313 126,809 (126,882) 19,919 (292) 6,333 (982)	$ 33,328 119,943 (116,302) 21,995 (556) -0- (1,002)	$ 35,876 103,232 (102,148) 16,412 1,724 -0- (1,951)	$ 4,047 48,380 -0- (4,376) 9,646 8,738 -0-	$ 4,309 40,043 -0- (3,730) 3,670 -0- -0-	$ 4,857 33,525 -0- (4,474) 3,796 -0- -0-
Net periodic benefit cost	$ 60,218	$ 57,396	$ 53,145	$ 66,435	$ 44,292	$ 37,704

For measurement purposes, the company assumed a weighted-average annual rate of increase in the per capita cost (health care cost trend rate) for medical benefits of 9.00% for 2001 through 2002 declining gradually to 6.00% in 2006 and thereafter for pre-age 65 benefits, 6.00% for post-age 65 benefits for all years, and 15.00% for 2001 through 2002, declining gradually to 6.00% in 2014 and thereafter for prescription drug benefits. The assumed health care cost trend rate has a significant effect on the amounts reported. A one percentage point increase in the assumed health care cost trend rate would increase the 2001 total service and interest cost components by $2,087,000 and would increase the postretirement benefit obligation by $28,075,000. A one percentage point decrease would provide corresponding reductions of $1,883,000 and $25,362,000, respectively.

10 RESEARCH AND DEVELOPMENT

Expenditures committed to research and development amounted to approximately $54,000,000 in 2001; $52,000,000 in 2000; and $50,000,000 in 1999. Such expenditures may fluctuate from year to year depending on special projects and needs.

11 CONTINGENCIES

The company and certain of its U.S. subsidiaries have been designated as potentially responsible parties (PRPs) by the United States Environmental Protection Agency for site investigation and remediation under the Comprehensive Environmental Response, Compensation and Liability Act (Superfund) with respect to certain sites. The claims for remediation have been asserted against numerous other entities which are believed to be financially solvent and are expected to fulfill their proportionate share of the obligation. In addition, the company is subject to various lawsuits, claims and proceedings which arise in the ordinary course of its business. The company accrues costs associated with environmental and legal matters when they become probable and reasonably estimable. Environmental costs include compensation and related benefit costs associated with associates expected to devote significant amounts of time to the remediation effort and post-monitoring costs. Accruals are established based on the estimated undiscounted cash flows to settle the obligations and are not reduced by any potential recoveries from insurance or other indemnification claims. Management believes that any ultimate liability with respect to these actions, in excess of amounts provided, will not materially affect the company’s operations, cash flows or consolidated financial position. The company is the guarantor of a $12.3 million letter of credit for Pel Technologies, LLC.

35

notes to consolidated financial statements

12 SEGMENT INFORMATION

Description of types of products and services from which each reportable segment derives its revenues In previous years, the company had two reportable segments consisting of Bearings and Steel. Based on the company’s reorganization into global business units, management has determined that the Automotive Bearings and Industrial Bearings segments meet the quantitative and qualitative thresholds of a reportable segment as defined by SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." Automotive Bearings include products for passenger cars, light and heavy trucks and trailers. Industrial Bearings include industrial, rail, aerospace and super precision products as well as emerging markets in China, India and Central and Eastern Europe. The company’s tapered roller bearings are used in a wide variety of products including railroad cars and locomotives, aircraft wheels, machine tools, rolling mills and farm and construction equipment. Super precision bearings are used in aircraft, missile guidance systems, computer peripherals and medical instruments. Other bearing products manufactured by the company include cylindrical, spherical, straight and ball bearings for industrial markets. Steel products include steels of intermediate alloy, vacuum processed alloys, tool steel and some carbon grades. These are available in a wide range of solid and tubular sections with a variety of finishes. The company also manufactures custom-made steel products, including precision steel components. A significant portion of the company’s steel is consumed in its bearing operations. In addition, sales are made to other anti-friction bearing companies and to aircraft, automotive, forging, tooling, oil and gas drilling industries and steel service centers. Tool steels are sold through the company’s distribution facilities. Prior year data has been restated to comply with current year presentation. In 2000, the company implemented a transformation of its structure, which allowed it to work more closely with customers who are more global in scope and introduce new products faster and increase market presence. As this implementation began in 2000, it is impracticable for the company to restate 1999 segment financial information into Automotive Bearings and Industrial Bearings as this structure was not in place at that time. Measurement of segment profit or loss and segment assets
The company evaluates performance and allocates resources based on return on capital and profitable growth. Specifically, the company measures segment profit or loss based on earnings before interest and income taxes (EBIT). The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Intersegment sales and transfers are recorded at values based on market prices, which creates intercompany profit on intersegment sales or transfers. Factors used by management to identify the enterprise’s reportable segments
The company’s reportable segments are business units that target different industry segments. Each reportable segment is managed separately because of the need to specifically address customer needs in these different industries. Geographical entities as defined here are not reflective of how the Automotive Bearings, Industrial Bearings and Steel businesses are operated by the company. Europe information presented reflects shipments from European locations. The information does not include product manufactured by facilities located outside Europe and shipped directly to customers located in Europe.

Geographic Financial Information	United States(3)(4)	Europe(1)(2)	Other Countries	Consolidated
(Thousands of dollars) 2001 Net sales Impairment and restructuring Income (loss) before income taxes Non-current assets	$ 1,906,823 24,104 24,365(3) 1,402,780	$ 351,242 30,054 (62,418)(1) 232,105	$ 189,113 531 11,170 69,819	$ 2,447,178 54,689 (26,883) 1,704,704
2000 Net sales Impairment and restructuring Income (loss) before income taxes Non-current assets	$ 2,062,306 18,073 84,988(4) 1,391,080	$ 361,649 6,645 (35,065)(2) 204,135	$ 219,053 3,036 20,674 70,348	$ 2,643,008 27,754 70,597 1,665,563
1999 Net sales Impairment and restructuring Income (loss) before income taxes Non-current assets	$ 1,922,092 -0- 112,556 1,303,980	$ 364,380 -0- (28,936) 240,020	$ 208,562 -0- 15,371 63,792	$ 2,495,034 -0- 98,991 1,607,792

(1) Excluding $30,054,000 of impairment and restructuring costs and reorganization costs of $4,704,000, Europe’s loss before income taxes equals $27,660,000 in 2001.
(2) Excluding $6,645,000 of impairment and restructuring costs and reorganization costs of $3,444,000, Europe’s loss before income taxes equals $24,976,000 in 2000.
(3) Excluding $24,104,000 of impairment and restructuring costs and reorganization costs of $7,718,000, United States’ income before income taxes equals $56,187,000 in 2001.
(4) Excluding $18,073,000 of impairment and restructuring costs and reorganization costs of $7,757,000, United States’ income before income taxes equals $110,818,000 in 2000.

36

THE TIMKEN COMPANY

Segment Financial Information	2001	2000	1999
(Thousands of dollars)Automotive Bearings Net sales to external customers Depreciation and amortization Impairment and restructuring charges Receipt of U.S. Continued Dumping and Subsidy Offset Act (CDSOA) payment arnings before interest and taxes Capital expenditures	$ 751,029 36,381 27,270 2,989 (39,939) 36,427	$ 839,838 35,344 1,143 -0- 24,595 50,540	(5)
(Thousands of dollars)Industrial Bearings Net sales to external customers Depreciation and amortization Impairment and restructuring charges Receipt of CDSOA payment Earnings before interest and taxes Capital expenditures	$ 882,279 48,314 25,671 28,030 32,144 34,646	$ 923,477 48,197 11,499 -0- 54,304 59,382	(5)
(Thousands of dollars) Total Bearings Net sales to external customers Depreciation and amortization Impairment and restructuring charges Receipt of CDSOA payment (Loss) earnings before interest and taxes Capital expenditures Assets employed at year-end	$ 1,633,308 84,695 52,941 31,019 (7,795) 71,073 1,628,160	$ 1,763,315 83,541 12,642 -0- 78,899 109,922 1,577,307	$ 1,759,871 83,255 -0- -0- 80,548 116,569 1,476,545
Steel Net sales to external customers Intersegment sales Depreciation and amortization Impairment and restructuring charges Earnings before interest and taxes Capital expenditures Assets employed at year-end	$ 813,870 146,492 67,772 1,748 9,345 31,274 904,924	$ 879,693 196,500 67,506 15,112 19,349 52,795 986,798	$ 735,163 211,870 66,694 -0- 44,039 56,653 964,773
Total Net sales to external customers Depreciation and amortization Impairment and restructuring charges Receipt of CDSOA payment Earnings before interest and taxes Capital expenditures Assets employed at year-end	$ 2,447,178 152,467 54,689 31,019 1,550 102,347 2,533,084	$ 2,643,008 151,047 27,754 -0- 98,248 162,717 2,564,105	$ 2,495,034 149,949 -0- -0- 124,587 173,222 2,441,318
Income Before Income Taxes Total EBIT for reportable segments Interest expense Interest income Intersegment adjustments	$ 1,550 (33,401) 2,109 2,859	$ 98,248 (31,922) 3,479 792	$ 124,587 (27,225) 3,096 (1,467)
(Loss) income before income taxes	$ (26,883)	$ 70,597	$ 98,991

(5) It is impracticable for the company to restate 1999 segment financial information into Automotive Bearings and Industrial Bearings as this structure was not in place at that time.

The Company evaluates operating performance based on each segment’s profit before interest and income taxes. Therefore, interest expense and interest income are maintained at a corporate level and are not shown on a segmented basis.

37

notes to consolidated financial statements

13 INCOME TAXES

The provision (credit) for income taxes consisted of the following:

	2001		2000		1999
	Current	Deferred	Current	Deferred	Current	Deferred
(Thousands of dollars) United States:    Federal    State and local Foreign	$ (18,523) 2,332 7,961	$ 22,620 (628) 1,021	$ (1,093) 1,775 13,442	$ 13,093 (995) (1,513)	$ 9,988 (552) 6,171	$ 20,884 2,835 (2,959)
	$ (8,230)	$ 23,013	$ 14,124	$ 10,585	$ 15,607	$ 20,760

The company made income tax payments of approximately $7,210,000 in 2001;$17,520,000 in 2000;and $14,760,000 in 1999. Taxes paid differ from current taxes provided, primarily due to the timing of payments.

The effect of temporary differences giving rise to deferred tax assets and liabilities at December 31, 2001 and 2000 was as follows:

2001		2000
(Thousands of dollars) Deferred tax assets:    Accrued postretirement benefits cost    Accrued pension cost    Benefit accruals    Tax loss and credit carryforwards    Other–net    Valuation allowance	$ 170,975 67,571 18,473 33,787 12,754 (34,756)	$ 159,014 31,920 25,603 16,439 12,960 (18,084)
Deferred tax liability–depreciation	268,804 (198,746)	227,852 (196,500)
Net deferred tax asset	$ 70,058	$ 31,352

Following is the reconciliation between the provision for income taxes and the amount computed by applying U.S. federal income tax rate of 35% to income before taxes:

2001		2000	1999
(Thousands of dollars) Income tax (credit) at the statutory federal rate Adjustments:    State and local income taxes, net of federal tax benefit    Tax on foreign remittances    Non-deductible unrealized exchange losses    Foreign tax credits    Losses without current tax benefits    Settlements and claims for prior years    Valuation allowance     Other items	$ (9,409)   1,107 476 779 -0- 20,854 -0- (723) 1,699	$ 24,709   507 1,617 587 (2,702) 5,177 (5,125) (1,402) 1,341	$ 34,647   1,484 1,216 1,548 (2,205) -0- -0- -0- (323)
Provision for income taxes	$ 14,783	$ 24,709	$ 36,367
Effective income tax rate	N/A	35%	37%

38

THE TIMKEN COMPANY

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders of
The Timken Company

We have audited the accompanying consolidated balance sheets of The Timken Company and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of The Timken Company and subsidiaries at December 31, 2001 and 2000 and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States. Ernst & Young LLP
Canton, Ohio
January 29, 2002

FORWARD-LOOKING STATEMENTS

Certain statements set forth in this annual report (including the company’s forecasts, beliefs and expectations) that are not historical in nature are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular the Corporate Profile on pages 16 through 18 and Management’s Discussion and Analysis on pages 20 through 27 contain numerous forward-looking statements. The company cautions readers that actual results may differ materially from those projected or implied in forward-looking statements made by or on behalf of the company due to a variety of important factors, such as: a) changes in world economic conditions, including additional adverse effects from terrorism or hostilities. This includes the potential instability of governments and legal systems in countries in which the company or its customers conduct business and significant changes in currency valuations
b) the effects of changes in customer demand on sales, product mix and prices. This includes the effects of customer strikes, the impact of changes in industrial business cycles and whether conditions of fair trade continue in the U.S. market, in light of the ITC voting in second quarter 2000 to revoke the antidumping orders on imports of tapered roller bearings from Japan, Romania and Hungary.
c) competitive factors, including changes in market penetration, increasing price competition by existing or new foreign and domestic competitors, the introduction of new products by existing and new competitors and new technology that may impact the way the company's products are sold or distributed. d) changes in operating costs. This includes the effect of changes in the company's manufacturing processes; changes in costs associated with varying levels of operations; changes resulting from inventory management and cost reduction initiatives and different levels of customer demands; the effects of unplanned work stoppages; changes in the cost of labor and benefits; and the cost and availability of raw materials and energy.
e) the success of the company's operating plans, including its ability to achieve the benefits from its global restructuring, manufacturing transformation, and administrative cost reduction as well as its ongoing continuous improvement and rationalization programs; its ability to integrate acquisitions into company operations; the ability of acquired companies to achieve satisfactory operating results; its ability to maintain appropriate relations with unions that represent company associates in certain locations in order to avoid disruptions of business and its ability to successfully implement its new organizational structure.
f) unanticipated litigation, claims or assessments. This includes, but is not limited to, claims or problems related to intellectual property, product warranty and environmental issues.
g) changes in worldwide financial markets, to the extent they (1) affect the company's ability or costs to raise capital, (2) have an impact on the overall performance of the company's pension fund investments and (3) cause changes in the economy which affect customer demand. The company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

39

summary of operations and other comparative data

(Thousands of dollars, except per share data)

	2001	2000	1999	1998
Statements of Income Net sales:    Automotive Bearings    Industrial Bearings    Total Bearings    Steel	$ 751,029 882,279 1,633,308 813,870	$ 839,838 923,477 1,763,315 879,693	(5) (5) 1,759,871 735,163	(5) (5) 1,797,745 882,096
Total net sales	2,447,178	2,643,008	2,495,034	2,679,841
Cost of products sold Selling, administrative and general expenses Impairment and restructuring charges Operating (loss) income Earnings before interest and taxes (EBIT) Interest expense (Loss) income before income taxes Provision (credit) for income taxes (Loss) income before cumulative effect of    accounting changes Net (loss) income	2,046,458 363,683 54,689 (17,652) 4,409 33,401 (26,883) 14,783   (41,666) $ (41,666)	2,142,135 367,499 27,754 105,620 99,040 31,922 70,597 24,709   45,888 $ 45,888	2,002,366 359,910 -0- 132,758 123,120 27,225 98,991 36,367   62,624 $ 62,624	2,098,186 356,672 -0- 224,983 208,866 26,502 185,350 70,813   114,537 $ 114,537
Balance Sheets Inventory Current assets Working capital Property, plant and equipment   (less depreciation) Total assets Total debt Total liabilities Shareholders’ equity	$ 429,231 828,380 187,224   1,305,346 2,533,084 497,015 1,751,349 $ 781,735	$ 489,549 898,542 311,090   1,363,772 2,564,105 514,064 1,559,423 $ 1,004,682	$ 446,588 833,526 348,455   1,381,474 2,441,318 449,890 1,395,337 $ 1,045,981	$ 457,246 850,337 359,914   1,349,539 2,450,031 469,398 1,393,950 $ 1,056,081
Other Comparative Data Net (loss) income/Total assets Net (loss) income/Net sales EBIT/Beginning invested capital (1) Inventory days (FIFO) Net sales per associate (2) Capital expenditures Depreciation and amortization Capital expenditures/Depreciation Dividends per share Earnings per share (3) Earnings per share - assuming dilution (3) Debt to total capital Number of associates at year-end Number of shareholders (4)	(1.6)% (1.7)% 0.2% 104.8 $ 124.8 $ 102,347 $ 152,467 69.9% $ 0.67 $ (0.69) $ (0.69) 38.9% 18,735 39,919	1.8% 1.7% 4.7% 108.5 $ 127.9 $ 162,717 $ 151,047 112.4% $ 0.72 $ 0.76 $ 0.76 33.9% 20,474 42,661	2.6% 2.5% 5.6% 108.4 $ 119.1 $ 173,222 $ 149,949 120.3% $ 0.72 $ 1.01 $ 1.01 30.1% 20,856 42,907	4.7% 4.3% 10.5% 109.4 $ 127.5 $ 258,621 $ 139,833 192.5% $ 0.72 $ 1.84 $ 1.82 30.8% 21,046 45,942

40

THE TIMKEN COMPANY

1997	1996	1995	1994	1993	1992
(5) (5) 1,718,876 898,686	(5) (5) 1,598,040 796,717	(5) (5) 1,524,728 705,776	(5) (5) 1,312,323 618,028	(5) (5) 1,153,987 554,774	(5) (5) 1,169,035 473,275
2,617,562	2,394,757	2,230,504	1,930,351	1,708,761	1,642,310
2,005,374 332,419 -0- 279,769 286,766 21,432 266,592 95,173   171,419 $ 171,419	1,828,394 319,458 -0- 246,905 242,304 17,899 225,259 86,322   138,937 $ 138,937	1,723,463 304,046 -0- 202,995 197,957 19,813 180,174 67,824   112,350 $ 112,350	1,514,098 283,727 -0- 132,526 134,674 24,872 111,323 42,859   68,464 $ 68,464	1,369,711 276,928 48,000 14,122 7,843 29,619 (20,919) (3,250)   (17,669) $ (271,932)	1,300,744 299,305 -0- 42,261 40,606 28,660 13,431 8,979   4,452 $ 4,452
$ 445,853 855,171 275,607   1,220,516 2,326,550 359,431 1,294,474 $ 1,032,076	$ 419,507 793,633 265,685   1,094,329 2,071,338 302,665 1,149,110 $ 922,228	$ 367,889 710,258 247,895   1,039,382 1,925,925 211,232 1,104,747 $ 821,178	$ 332,304 657,180 178,556   1,030,451 1,858,734 279,519 1,125,843 $ 732,891	$ 299,783 586,384 153,971   1,024,664 1,789,719 276,476 1,104,407 $ 685,312	$ 310,947 556,017 165,553   1,049,004 1,738,450 320,515 753,387 $ 985,063
7.4% 6.5% 16.1% 111.5 $ 130.5 $ 229,932 $ 134,431 177.3% $ 0.66 $ 2.73 $ 2.69 25.8% 20,994 46,394	6.7% 5.8% 15.1% 117.5 $ 132.4 $ 155,925 $ 126,457 127.0% $ 0.60 $ 2.21 $ 2.19 24.7% 19,130 31,813	5.8% 5.0% 12.6% 112.2 $ 134.2 $ 131,188 $ 123,409 109.1% $ 0.555 $ 1.80 $ 1.78 20.5% 17,034 26,792	3.7% 3.5% 9.0% 118.0 $ 119.9 $ 119,656 $ 119,255 102.6% $ 0.50 $ 1.11 $ 1.10 27.6% 16,202 49,968	(15.2)% (15.9)% 0.5% 122.5 $ 104.5 $ 92,940 $ 118,403 80.2% $ 0.50 $ (0.29) $ (0.29) 28.7% 15,985 28,767	0.3% 0.3% 2.5% 137.8 $ 95.3 $ 139,096 $ 114,433 124.4% $ 0.50 $ 0.07 $ 0.07 24.5% 16,729 31,395

(1)EBIT/Beginning invested capital, a type of return on asset ratio, is used internally to measure the company’s performance. In broad terms, invested capital is total assets minus non-interest-bearing current liabilities.
(2)Based on the average number of associates employed during the year.
(3)Based on the average number of shares outstanding during the year and excludes the cumulative effect of accounting changes in 1993, which related to the adoption of FAS No. 106, 109 and 112.
(4)Includes an estimated count of shareholders having common stock held for their accounts by banks, brokers and trustees for benefit plans.
(5)It is impracticable for the company to restate prior year segment financial information into Automotive Bearings and Industrial Bearings as this structure was not in place until 2000.

41

APPENDIX TO EXHIBIT 13

On page 1 of the printed document, three bar charts were shown which contain the following information:

(1)	Net Sales ($ Millions)
	1997 1998 1999 2000 2001	2,618 2,680 2,495 2,643 2,447
(2)	Dividends per Share (cents)
	1997 1998 1999 2000 2001	.66 .72 .72 .72 .67
(3)	Inventory Days
	1992 1995 1998 2001	137.8 112.2 109.4 104.8

On page 40 of the printed document, two bar charts were shown that contain the following information:

(1)	Total Net Sales to Customers (Billions of dollars)
		Automotive and Industrial Bearings	Steel
	1992 1993 1994 1995 1996 1997 1998 1999 2000 2001	1.169 1.154 1.312 1.525 1.598 1.719 1.798 1.760 1.763 1.633	0.473 0.555 0.618 0.706 0.797 0.899 0.882 0.735 0.880 0.814
(2)	EBIT/Beginning Invested Capital
	1992 1993 1994 1995 1996 1997 1998 1999 2000 2001	2.5% 0.5% 9.0% 12.6% 15.1% 16.1% 10.5% 5.6% 4.7% 0.2%

EX-21

     Exhibit 21.  Subsidiaries of the Registrant
     ___________________________________________

     The Timken Company has no parent company.

     The active subsidiaries of the Company (all of which are included
     in the consolidated financial statements of the Company and its
     subsidiaries) are as follows:
                                                     Percentage of
                                                     voting securities
                                 State or sovereign  owned directly
                                 power under laws    or indirectly
     Name                        of which organized  by Company
     __________________________________________________________________
     Timken Aerospace & Super
       Precision Bearings             Delaware              100%
     Timken Aerospace & Super
       Precision Bearings-Europa B.V. Netherlands           100%
     Timken Aerospace & Super
       Precision Bearings-
       Singapore Pte. Ltd.            Singapore             100%
     Timken Aerospace & Super
       Precision Bearings-UK, Ltd.    England               100%
     Australian Timken Proprietary,
       Limited                        Victoria, Australia   100%
     Timken do Brasil
       Comercio e Industria, Ltda.    Sao Paulo, Brazil     100%
     British Timken Limited           England               100%
     Canadian Timken, Limited         Ontario, Canada       100%
     Timken Communications Company    Ohio                  100%
     Timken Desford Steel Limited     England               100%
     EDC, Inc.                        Ohio                  100%
     Timken Engineering and Research -
       India Private Limited          India                 100%
     Timken Espana, S.L.              Spain                 100%
     Timken Europa GmbH               Germany               100%
     Timken Europe B.V.               Netherlands           100%
     Timken Finance Europe B.V.       Netherlands           100%
     Handpiece Headquarters Corp.     Delaware              100%
     Timken India Limited             India                  80%
     Timken Italia, S.R.L.            Italy                 100%
     Timken Latrobe Steel             Pennsylvania          100%
     Timken Latrobe Steel
       Distribution                   Delaware              100%
     Timken Latrobe Steel-Europe Ltd. England               100%
     Timken de Mexico S.A. de C.V.    Mexico                100%
     MPB Export Corporation           Delaware              100%
     Nihon Timken K.K.                Japan                 100%
     Timken Precision Components
       Europe                         France                100%
     Timken Polska Sp.z.o.o.          Poland                100%
     Rail Bearing Service Corporation Virginia              100%
     Timken Romania S.A.              Romania                92%
     The Timken Corporation           Ohio                  100%
     The Timken Service & Sales Co.   Ohio                  100%
     Timken Servicios Administrativos
       S.A. de C.V.                   Mexico                100%
     Timken Singapore Pte. Ltd.       Singapore             100%

     Exhibit 21.  Subsidiaries of the Registrant (cont).
     _______________________________________________

                                                     Percentage of
                                                     voting securities
                                 State or sovereign  owned directly
                                 power under laws    or indirectly
     Name                        of which organized  by Company
     __________________________________________________________________
     Timken South Africa (Pty.) Ltd.  South Africa          100%
     Timken de Venezuela C.A.         Venezuela             100%
     Yantai Timken Company Limited    China                 100%

     The Company also has a number of inactive subsidiaries which were
     incorporated for name-holding purposes and a foreign sales
     corporation subsidiary.

EX-23

                                Exhibit 23
                      Consent of Independent Auditors


We consent to the incorporation by reference of our report dated January 29,
2002, with respect to the consolidated financial statements and schedule of
The Timken Company included in this Annual Report (Form 10-K) for the year
ended December 31, 2001, in the following Registration Statements and in
the related Prospectuses:

Registration                                                       Filing
   Number           Description of Registration Statement           Date

  2-97340     1985 Incentive Plan of The Timken Company -    November 19, 1990
              Post-effective Amendment No. 1 to Form S-8

333-17503     The Timken Company Dividend Reinvestment        December 9, 1996
              Plan - Form S-3

333-41155     OH&R Investment Plan - Form S-8                November 26, 1997

333-43847     The Timken Company International Stock           January 7, 1998
              Ownership Plan - Form S-8

333-45753     Rail Bearing Service Employee Savings           February 6, 1998
              Plan - Form S-8

333-45891     $300,000,000 Medium-Term Notes, Series            April 23, 1998
              A - Amendment No. 4 to Form S-3

333-66911     Voluntary Investment Program for Hourly         November 6, 1998
              Employees of Latrobe Steel Company - Form S-8

333-66907     The MPB Employees' Savings Plan - Form S-8      November 6, 1998

333-69129     The Timken Company - Latrobe Steel Company      December 17,1998
              Savings and Investment Pension Plan -
              Form S-8

333-35154     The Timken Company Long-Term Incentive Plan        April 19,2000
              - Form S-8

333-35152     The Hourly Pension Investment Plan - Form S-8      April 19,2000

333-52866     Voluntary Investment Pension Plan for Hourly   December 28, 2000
              Employees of The Timken Company - Form S-8

333-76062     The Company Savings Plan for the Employees of  December 28, 2001
              Timken France - Form S-8




                                                 ERNST & YOUNG LLP
Canton, Ohio
March 28, 2002

EX-24

                                  EXHIBIT 24
                               POWER OF ATTORNEY

         Each of the undersigned Directors and/or Officers of The Timken
     Company, an Ohio corporation (the "Company"), hereby constitutes and
     appoints W. R. Timken, Jr., Gene E. Little and William R. Burkhart,
     and each of them, his true and lawful attorney-in-fact, with full power
     of substitution and resubstitution, for him and in his name, place
     and stead, to sign on his behalf as a Director and/or Officer of the
     Company, an Annual Report pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934, as amended, on Form 10-K for the
     fiscal year ended December 31, 2001 and to sign any and all amendments
     to such Annual Report, and to file the same, with all exhibits thereto,
     and any other documents in connection therewith, with the Securities
     and Exchange Commission, granting unto said attorney-in-fact full power
     and authority to do and perform any and all other acts and deeds
     whatsoever that may be necessary or required in connection with the
     foregoing, as fully to all intents and purposes as he might or could
     do in person, hereby ratifying and confirming all that said attorney-
     in-fact may lawfully do or cause to be done by virtue thereof.

             EXECUTED this 30th day of January, 2002.

          /s/ Glenn A. Eisenberg            /s/ Jay A. Precourt
          _____________________________     ______________________________
          Glenn A. Eisenberg, Executive     Jay A. Precourt, Director
          Vice President - Finance and
          Administration

          /s/ Stanley C. Gault              /s/ John M. Timken, Jr.
          _____________________________     ______________________________
          Stanley C. Gault, Director        John M. Timken, Jr., Director

          /s/ J. Clayburn LaForce, Jr.      /s/ Ward J. Timken
          _____________________________     ______________________________
          J. Clayburn LaForce, Jr.,         Ward J. Timken, Director and
          Director                          Vice President

          /s/ James W. Griffith             /s/ W. R. Timken, Jr.
          _____________________________     ______________________________
          James W. Griffith, Director       W. R. Timken, Jr., Director
          and President and Chief           and Chairman and Chief
          Operating Officer                 Executive Officer

          /s/ Gene E. Little                /s/ Joseph F. Toot, Jr.
          _____________________________     ______________________________
          Gene E. Little, Senior Vice       Joseph F. Toot, Jr., Director
          President - Finance
          (Principal Financial and
           Accounting Officer

                                            /s/ Martin D. Walker
          _____________________________     ______________________________
          John A. Luke, Jr., Director       Martin D. Walker, Director

          /s/ Robert W. Mahoney             /s/ Jacqueline F. Woods
          _____________________________     ______________________________
          Robert W. Mahoney, Director       Jacqueline F. Woods, Director