EXHIBIT 10-2

                                                                TRANSFERABLE

                                THE  TIMKEN  COMPANY

                         Nonqualified Stock Option Agreement

          WHEREAS, ____________ (the "Optionee") is an employee of The Timken

Company (the "Company");

          WHEREAS, the grant of stock options 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 ______________

(the "Date of Grant"), and the execution of a stock option agreement in the

form hereof was authorized by a resolution of the Committee duly adopted on

______________; and

          WHEREAS, the option evidenced hereby is intended to be a nonqualified

stock option and shall not be treated as an "incentive stock option" within the

meaning of that term under Section 422 of the Internal Revenue Code of 1986;

          NOW, THEREFORE, pursuant to the Company's Long-term Incentive Plan

(as Amended and Restated as of January 30, 2002) (the "Plan") and subject to

the terms and conditions thereof and the terms and conditions hereinafter set

forth, the Company hereby grants to the Optionee (i) a nonqualified stock

option (the "Option") to purchase _____ shares of the Company's common stock

without par value (the "Common Shares") at the exercise price of

___________________________________ ($____) per Common Share (the "Exercise

Price").

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          1.  Vesting of Option.   (a)  Unless terminated as hereinafter

provided, the Option shall be exercisable to the extent of one-fourth (1/4th)

of the Common Shares covered by the Option after the Optionee 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-fourth (1/4th) thereof

after each of the next three successive years thereafter during which the

Optionee shall have been in the continuous employ of the Company or a

subsidiary.  For the 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; the continuous employment of the Optionee with the Company or a

subsidiary shall not be deemed to have been interrupted, and the Optionee 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 1(a) hereof, the

Option shall become immediately exercisable in full upon any change in control

of the Company that shall occur while the Optionee 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

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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 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 (iii) of this

Section 1(b); 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

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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 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.

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              (c)  Notwithstanding the provisions of Section 1(a) hereof, the

Option shall become immediately exercisable in full if the Optionee should die

or become permanently disabled while in the employ of the Company or any

subsidiary, or if the Optionee should retire with the Company's consent.

          For the purposes of this agreement, retirement "with the Company's

consent" shall mean:  (i) the retirement of the Optionee 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 the Optionee 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 the Optionee 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.

              (d)  To the extent that the Option shall have become exercisable

in accordance with the terms of this agreement, it may be exercised in whole or

in part from time to time thereafter.

          2.  Termination of Option.  The Option shall terminate automatically

and without further notice on the earliest of the following dates:

              (a)  thirty days after the date upon which the Optionee ceases to

be an employee of the Company or a subsidiary, unless the cessation of his

employment (i) is a result of his death, permanent disability or retirement

with the Company's consent or (ii) follows a change in control;

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              (b)  five years after the date upon which the Optionee ceases to

be an employee of the Company or subsidiary (i) as a result of his permanent

disability, (ii) as a result of his retirement with the Company's consent,

unless he is also a director of the Company who continues to serve as such

following his retirement with the Company's consent, or (iii) following a

change in control, unless the cessation of his employment following a change

in control is a result of his death;

              (c)  five years after the date upon which the Optionee ceases to

be a director of the Company, but not less than five years after the date upon

which he ceases to be an employee of the Company or a subsidiary, if (i) the

cessation of his employment is a result of his retirement with the Company's

consent and (ii) he continues to serve as a director of the Company following

the cessation of his employment;

              (d)  one year after the date of the Optionee's death regardless

of whether he ceases to be an employee of the Company or a subsidiary prior to

his death (i) as a result of his permanent disability or retirement with the

Company's consent or (ii) following a change in control; or

              (e)  ten years after the Date of Grant.

          In the event that the Optionee shall intentionally commit an act that

the Committee determines to be materially adverse to the interests of the

Company or a subsidiary, the Option shall terminate at the time of that

determination notwithstanding any other provision of this agreement.

          3.  Payment of Exercise Price.  The Exercise Price shall be payable

(a) in cash in the form of currency or check or other cash equivalent

acceptable to the Company, (b) by transfer to the Company of nonforfeitable,

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unrestricted Common Shares that have been owned by the Optionee for at least

six months prior to the date of exercise or (c) by any combination of the

methods of payment described in Sections 3(a) and 3(b) hereof.  Nonforfeitable,

unrestricted Common Shares that are transferred by the Optionee in payment of

all or any part of the Exercise Price shall be valued on the basis of their

fair market value as determined by the Committee from time to time.  Subject to

the terms and conditions of Section 6 hereof, and subject to any deferral

election the Optionee may have made pursuant to any plan or program of the

Company, the Company shall cause certificates for any shares purchased

hereunder to be delivered to the Optionee upon payment of the Exercise Price in

full.

          4.  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 Option

shall not be exercisable if the exercise thereof would result in a violation of

any such law.  To the extent that the Ohio Securities Act shall be applicable

to the Option, the Option shall not be exercisable unless the Common Shares or

other securities covered by the Option 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.

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          5.  Transferability and Exercisability.

               (a)  Except as provided in Section 5(b) below, the Option shall

not be transferable by the Optionee except by will or the laws of descent and

distribution, and the Option shall be exercisable during the lifetime of the

Optionee only by him or, in the event of his legal incapacity to do so, by his

guardian or legal representative acting on behalf of the Optionee in a

fiduciary capacity under state law and court supervision.

               (b)  Notwithstanding Section 5(a) above, the Option, may be

transferable by the Optionee, without payment of consideration therefor, to any

one or more members of the immediate family of Optionee (as defined in Rule

16a-1(e) under the Exchange Act), or to one or more trusts established solely

for the benefit of such members of the immediate family or to partnerships in

which the only partners are such members of the immediate family of the

Optionee; provided, however, that such transfer will not be effective until

notice of such transfer is delivered to the Company; and provided, further,

however, that any such transferee is subject to the same terms and conditions

hereunder as the Optionee.

          6.  Adjustments.  The Committee shall make any adjustments in the

Exercise Price and the number or kind of shares of stock or other securities

covered by the Option that the Committee may determine to be equitably required

to prevent any dilution or expansion of the Optionee'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 effect similar to any of those referred to in

Section 6(a) or 6(b) hereof.  Furthermore, in the event that any transaction or

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event described or referred to in the immediately preceding sentence shall

occur, the Committee may provide in substitution of any or all of the

Optionee's rights under this agreement such alternative consideration as the

Committee may determine in good faith to be equitable under the circumstances.

          7.  Withholding Taxes.  If the Company shall be required to withhold

any federal, state, local or foreign tax in connection with any exercise of the

Option, the Optionee shall pay the tax or make provisions that are satisfactory

to the Company for the payment thereof.  The Optionee may elect to satisfy all

or any part of any such withholding obligation by surrendering to the Company a

portion of the Common Shares that are issuable to the Optionee upon the

exercise of the Option.  If such election is made, the shares so surrendered by

the Optionee shall be credited against any such withholding obligation at

their fair market value (as determined by the Committee from time to time) on

the date of such surrender.

          8.  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 the Optionee at any time.

          9.  Relation to Other Benefits.  Any economic or other benefit to the

Optionee under this agreement or the Plan shall not be taken into account in

determining any benefits to which the Optionee 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.

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          10.  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 the Optionee with respect to the Option without the Optionee's consent.

          11.  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.

          12.  Governing Law.  This agreement is made under, and shall be

construed in accordance with, the laws of the State of Ohio.

          This agreement is executed by the Company on this 16th day of April,

2002.

                      THE  TIMKEN  COMPANY

                      By  ___________________________
                            William R. Burkhart
                            Sr. Vice President and General Counsel

          The undersigned Optionee hereby acknowledges receipt of an executed

original of this agreement and accepts the Option granted hereunder, subject

to the terms and conditions of the Plan and the terms and conditions

hereinabove set forth.

                      ______________________________
                               Optionee

                      Date:  _______________________

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