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, 2003
   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].

  Indicate by check mark whether the registrant is an accelerated filer (as
  defined in Exchange Act Rule 12b-2).  YES [X]       NO [ ]
                                                                        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
June 30, 2003 was $1,296,756,035 (representing 74,058,026 shares).

Indicate the number of shares outstanding of each of the registrant's classes
of Common Stock, as of February 27, 2004.

Common Stock without par value--89,358,292 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the year ended
December 31, 2003, 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 20, 2004, are incorporated by reference into Part III.

Exhibit Index may be found on Pages 20 through 25.


                                                                         ii

                               THE TIMKEN COMPANY

                           INDEX TO FORM 10-K REPORT

                                                                          PAGE
                                                                          ----
I.   PART I.

     Item 1.  Description of Business....................................   1
                General..................................................   2
                Products.................................................   3
                Geographical Financial Information.......................   5
                Sales and Distribution...................................   5
                Industry Segments........................................   6
                Competition..............................................   7
                Joint Ventures...........................................   9
                Backlog..................................................   9
                Raw Materials............................................   9
                Research.................................................  10
                Environmental Matters....................................  10
                Patents, Trademarks and Licenses.........................  11
                Employment...............................................  11
                Available Information....................................  11

     Item 2.  Properties.................................................  12
     Item 3.  Legal Proceedings..........................................  13
     Item 4.  Submission of Matters to a Vote of Security Holders........  13
     Item 4A. Executive Officers of the Registrant.......................  13

II.  PART II.

     Item 5.  Market for Registrant's Common Equity and Related
              Stockholder Matters........................................  15
     Item 6.  Selected Financial Data....................................  15
     Item 7.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations........................  15
     Item 7A. Quantitative and Qualitative Disclosures about Market Risk.  15
     Item 8.  Financial Statements and Supplementary Data................  16
     Item 9.  Changes in and Disagreements with Accountants on Accounting
              and Financial Disclosure...................................  16
     Item 9A. Controls and Procedures....................................  16

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 and Related Stockholder Matters.................  17
     Item 13. Certain Relationships and Related Transactions.............  19
     Item 14. Principal Accountant Fees and Services.....................  19

IV.  Part IV.

     Item 15. Exhibits, Financial Statement Schedules and Reports on
              Form 8-K...................................................  20

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 expressed or implied in forward-
  looking statements made by or on behalf of the company due to a variety of
  important factors, such as:

   a)  risks associated with the acquisition of Torrington, including the
       uncertainties in both timing and amount of actual benefits, if any,
       that may be realized as a result of the integration of the Torrington
       business with the company's operations and the timing and amount of
       the resources required to achieve those benefits; risks associated
       with diversion of management's attention from routine operations
       during the integration process; and risks associated with the higher
       level of debt associated with the acquisition.

   b)  changes in world economic conditions, including additional adverse
       effects from terrorism or hostilities.  This includes, but is not
       limited to, political risks associated with 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.

   c)  the effects of fluctuations in customer demand on sales, product mix and
       prices in the industries in which the company operates.  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.

   d)  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.

   e)  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.

   f)  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 initiatives as well
       as its ongoing continuous improvement and rationalization programs; the
       ability of acquired companies to achieve satisfactory operating
       results; and its ability to maintain appropriate relations with unions
       that represent company associates in certain locations in order to
       avoid disruptions of business.
                                                                        2

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

   h)  changes in worldwide financial markets, including interest rates to the
       extent they affect the company's ability to raise capital or increase
       the company's cost of funds, have an impact on the overall performance
       of the company's pension fund investments and/or cause changes in the
       economy which affect customer demand.

   i)  additional factors described in greater detail on pages S-20 to S-28 in
       the company's Registration Statement and Prospectus Supplement dated
       February 12, 2003 relating to the offering of the company's 5.75% notes
       due 2010; or on pages S-7 to S-16 in the Prospectus Supplement dated
       October 15, 2003 relating to an offering of the company's common shares.

  Additional risks relating to the company's business, the industries in which
  the company operates or the company's common stock may be described from
  time to time in the company's filings with the SEC.  All of these risk
  factors are difficult to predict, are subject to material uncertainties that
  may affect actual results and may be beyond the company's control.

  Except as required by the federal securities laws, 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 the state of Ohio in 1904.

  Timken is a leading global manufacturer of highly engineered bearings, alloy
  and specialty steel and related components.  The company is the world's
  largest manufacturer of tapered roller bearings and alloy seamless mechani-
  cal steel tubing and the largest North American-based bearings manufacturer.
  Timken had facilities in 29 countries on six continents, and employed approx-
  imately 26,000 people, as of December 31, 2003.

  On February 18, 2003, the company completed the acquisition of the Engineered
  Solutions business of Ingersoll-Rand Company Limited,  including certain of
  its joint venture interests, operating assets and subsidiaries, including
  The Torrington Company.  This business, referred to as Torrington, is a
  leading worldwide producer of needle roller, heavy-duty roller and ball
  bearings and motion control components and assemblies.  Timken paid
  $700 million in cash, subject to post-closing purchase price adjustments, and
  issued $140 million of its common stock (9,395,973 shares) for Torrington.
  The company financed the $700 million cash component of the Torrington
  acquisition through a public offering of 12,650,000 common shares, an offering
  of $250 million seven-year senior unsecured notes, a five-year revolving
  credit facility and a $125 million securitized accounts receivable facility.

                                                                        3

  Torrington is a leading global manufacturer of needle roller bearings. It
  produces a wide range of bearings sold under a number of brand names,
  including Torrington needle roller bearings, Torrington heavy-duty roller
  bearings, Nadella precision needle roller bearings and linear motion
  solutions and Fafnir ball bearings and housed units.  Torrington also
  produces a variety of precision motion control components and assemblies,
  such as steering shaft assemblies and steering column shafts. Torrington
  sells its products directly or through authorized distributors to automotive
  and industrial manufacturers, as well as to aftermarket users throughout the
  world.

  The Torrington automotive business manufactures a variety of products,
  including roller and needle bearings and other components used in an auto-
  mobile's transmission, chassis, steering column and engine. Many of these
  products, such as column locks and rotary tilt products for steering
  columns, are highly engineered with precision technology, and are specially
  designed through collaborative efforts between Torrington and its customers.
  These products are primarily sold to original equipment manufacturers, or
  OEMs, including large automobile manufacturers, and their principal
  suppliers.

  The Torrington industrial business produces a broad range of products,
  including roller bearings, needle bearings, wider inner ring ball bearings
  and housed units, radial ball bearings, super precision ball bearings,
  airframe control bearings, precision machined bearings and precision
  components and assemblies. These products are sold to OEMs, as well as
  through a global aftermarket network.

  Products
  ________

  The Timken Company manufactures two basic product lines:  anti-friction
  bearings and steel products.  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 the bearing industry, Timken is best known for the tapered roller
  bearing, which was originally patented by the company founder, Henry Timken.
  The tapered roller bearing is Timken's 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.  Timken manufactures or purchases these
  four components and then sells them in a wide variety of configurations and
  sizes.

 
                                                                         4
  Products (cont.)
  ________________

  The tapered rollers permit ready absorption of both radial and axial load
  combinations.  For this reason, tapered roller bearings are particularly well
  adapted to reducing friction where shafts, gears or wheels are used.  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, and trains, as well as a wide range of industrial applica-
  tions, ranging from very small gear drives to bearings over two meters in
  diameter for wind energy machines.  Further differentiation has come in the
  form of adding sensors to these bearings, which measure parameters such as
  speed, load, temperature or overall bearing condition.

  Matching bearings to the specific requirements of customers' applications
  requires engineering, and often sophisticated analytical techniques.  The
  design of Timken's tapered roller bearing permits distribution of unit
  pressures over the full length of the roller.  This fact, combined with high
  precision tolerance, proprietary internal geometry and premium quality
  material, provides Timken bearings with high load carrying capacity,
  excellent friction-reducing qualities and long life.

  Precision Cylindrical and Ball Bearings.  Timken's aerospace and super pre-
  cision facilities produce high-performance ball and cylindrical bearings for
  ultra high-speed and/or high-accuracy applications in the aerospace, medical
  and dental, computer disk drive and other industries.  These bearings
  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's aerospace and super precision
  bearings products are 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 temp-
  erature.

  Spherical and Cylindrical Bearings.  Timken Romania produces spherical and
  cylindrical roller bearings for large gear drives, rolling mills and other
  process industry and infrastructure development applications.  Timken's
  cylindrical and spherical roller bearing capability has been significantly
  enhanced with the acquisition of Torrington's broad range of spherical and
  heavy-duty cylindrical roller bearings for standard industrial and specialized
  applications.  These products are sold worldwide to OEMs, and industrial
  distributors serving major industries, including construction and mining,
  natural resources, defense, pulp and paper production, rolling mills and
  general industrial goods.

  Needle Bearings.  With the acquisition of Torrington, the company has become
  a leading global manufacturer of highly engineered needle roller bearings.
  Torrington produces a broad range of radial and thrust needle roller bearings,
  as well as bearing assemblies, which are sold to OEMs and industrial
  distributors worldwide. Major applications include products for the
  automotive, consumer product, construction and agriculture and general
  industrial goods industries.

                                                                        5
  Products (cont.)
  ________________

  Bearing Reconditioning.  A small part of the business involves providing
  bearing reconditioning services for industrial and railroad customers, both
  internationally and domestically.  These services account for less than 5%
  of the company's net sales for the year ended December 31, 2003.

  Steel products include steels of low and intermediate alloy, vacuum-processed
  alloys, tool steel and some carbon grades.  These products are available in a
  wide range of solid and tubular sections with a variety of lengths and
  finishes.  These steel products are used in a wide array of applications, in-
  cluding bearings, automotive transmissions, engine crankshafts, oil drilling,
  aerospace and other similarly demanding applications.  Approximately 13% of
  Timken's steel production is consumed in its bearing operations.

  Timken also produces custom-made steel products, including alloy and steel
  components for automotive and industrial customers.  This business has pro-
  vided the company with the opportunity to further expand its market for
  tubing and capture higher value-added steel sales.  This also enables
  Timken's traditional tubing customers in the automotive and bearing
  industries to take advantage of higher performing components that cost less
  than current alternative products.  Customizing of products is a growing
  portion of the company's steel business.

  Geographical Financial Information
  __________________________________

  Information appearing under the caption "Geographic Financial Information,"
  on Page 54 of the Annual Report to Shareholders for the year ended
  December 31, 2003 is incorporated herein by reference.

  Sales and Distribution
  ______________________

  Timken's products in the Automotive Group and Industrial Group are sold
  principally by its own internal sales organization.  Timken's sales
  organization consists of a separate sales force for each business Group.

  Traditionally, a main focus of the company's sales strategy has consisted of
  collaborative projects with customers.  For this reason, Timken's sales
  forces are primarily located in close proximity to its customers rather than
  at production sites.  In some instances, the sales forces are located inside
  customer facilities.  Timken's sales force is highly trained and knowledge-
  able regarding all bearings products and associates assist customers during
  the development and implementation phases and provide support on an ongoing
  basis.  Torrington also has located its sales force in close proximity to its
  customers.

  A major portion of the customer shipments are made directly from Timken's
  warehouses located in a number of cities in the United States, Canada, the
  United Kingdom, France, Mexico, Singapore, Argentina, Australia, Brazil,
  Germany, and China.  However, 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
 

                                                                         6
  Sales and Distribution (cont.)
  ______________________________

  availability when service is required.  The majority of Torrington shipments
  are made directly from plant locations.

  The company has 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 Group.  The company also has
  another e-business joint venture in Europe which focuses on information and
  business services for authorized distributors in the Industrial Group.  This
  alliance, which Timken founded together with SKF AB, Sandvik AB, Industriewerk
  Schaffler INA-Ingenieurdienst GmBH and Reliance is called Endorsia.com
  International AB.

  Timken's steel products are sold principally by its own sales organization.
  Most orders are customized to satisfy customer-specific applications and are
  shipped directly to customers from Timken's steel manufacturing plants.
  Approximately 13% of Timken's steel production is consumed in its bearing
  operations.  In addition, sales are made to other anti-friction bearing com-
  panies 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 has entered into individually negotiated contracts with some of
  its customers in its Automotive Group, Industrial Group and Steel Group.
  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 Group, Industrial Group
  and Steel Group.  Segment information in Note 14 of the Notes to Consolidated
  Financial Statements on pages 54 and 55 of the Annual Report to Shareholders
  for the year ended December 31, 2003, is incorporated herein by reference.
  Export sales from the U.S. and Canada are less than 10% of revenue.  The
  company's Automotive and Industrial Groups' businesses have historically
  participated in the global bearing industry, while the Steel Group has
  concentrated primarily on U.S. customers.  However, over the past few years,
  the Steel Group has acquired non-U.S. companies, such as Timken Alloy Steel -
  Europe, in Leicester, England, which specializes in the manufacturing of
  seamless mechanical tubing, and Lecheres Industries SAS, the parent company
  of Bamarec S.A., a precision component manufacturer based in France.

  Timken's non-U.S. operations are subject to normal international business
  risks not generally applicable to domestic business.  These risks include
 

                                                                         7
  Industry Segments (cont.)
  _________________________

  currency fluctuation, changes in tariff restrictions, difficulties in
  establishing and maintaining relationships with local distributors and
  dealers, import and export licensing requirements, difficulties in staffing
  and managing geographically diverse operations, and restrictive regulations
  by foreign governments, including price and exchange controls.

  Competition
  ___________

  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.  Timken competes primarily based on price, quality, timeliness of
  delivery and design and the ability to provide engineering support and ser-
  vice on a global basis.  The company competes with domestic manufacturers and
  many foreign manufacturers of anti-friction bearings, including SKF, INA-
  Holding Schaeffler KG, NTN Corporation, Koyo Seiko Co., Ltd. and NSK Ltd.

  Competition within the steel industry, both domestically and globally, is
  intense and is expected to remain so.  More than 30 U.S. steel companies have
  declared bankruptcy in recent years and have either ceased production or,
  more often, been acquired by other companies.  Global production overcapacity
  is also likely to continue, which, combined with the high levels of steel
  imports into the United States, has exerted downward pressure on domestic
  steel prices and has resulted in, at times, a dramatic narrowing, or with
  many companies, the elimination, of gross margins.  Timken's worldwide
  competitors for seamless mechanical tubing include Copperweld, Plymouth Tube,
  V & M Tube, Sanyo Special Steel, Ovako Steel and Tenaris.  Competitors for
  steel bar products include North American producers such as Republic,
  Mac Steel, North Star Steel and a wide variety of off-shore steel producers
  who import into North America.  Competitors in the precision steel market
  include Metaldyne, Linamar and overseas companies such as Showa Seiko, SKF
  and FormFlo.  In the specialty steel category, manufacturers compete for
  sales of high-speed, tool and die and aerospace steels.  High-speed steel
  competitors in North America and Europe include Erasteel, Bohler and
  Crucible.  Tool and die steel competitors include Crucible, Carpenter
  Technologies and Thyssen.  The principal competitors for Timken's aerospace
  products include Ellwood Specialty, Slater/Atlas and Patriot (formerly
  Republic Technologies, Inc.).

  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.

   Trade Law Enforcement

  In the second quarter of 2000, the U.S. International Trade Commission (ITC)
  voted to revoke the bearing industry's anti-dumping orders on imports of
  tapered roller bearings from Japan.  The ITC determined that revocation of
  the anti-dumping duty orders on tapered roller bearings from Japan was not
  likely to lead to continuation or recurrence of material injury to the
  domestic industry within a reasonably foreseeable time.  The company has

                                                                        8
  Competition (cont.)
  ___________________

  filed an appeal of the ITC's decision regarding Japan, which is still pending.
  The ITC upheld the anti-dumping duty order against China, which will be up
  for review again starting in 2005.

  Also in the second quarter of 2000, the ITC voted to continue the bearing
  industry's anti-dumping orders on imports of ball bearings from France,
  Germany, Italy, Japan, Singapore, and the United Kingdom.  Some producers in
  those six countries filed a court appeal of these decisions, which is still
  pending.  The court remanded the issue to the ITC in 2003, and the ITC,
  upon further consideration, unanimously upheld the continuation of the six
  orders.  The ITC's further analysis is now back at the court for review as
  part of the proceedings.  Separately, these six continuing ball bearing anti-
  dumping orders will be up for review again starting in 2005.

  In June 2001, President Bush directed the ITC to initiate an investigation on
  steel imports under Section 201 of the U.S. Trade Act,  and called for
  multilateral negotiations to reduce global excess steel capacity and to
  address market-distorting factors in world steel trade.  In late October
  2001, the ITC voted and affirmed that injury had been caused by surges of
  low-priced imports of hot-rolled and cold-finished steel bars.  Hot-rolled
  bars are a major product line for the company's Steel Group business, which
  also manufactures some cold-finished bar products.  On March 5, 2002,
  President Bush signed a proclamation imposing tariffs on hot and cold-finished
  bar imports.  The relief granted with respect to these product categories was
  to establish three years of tariffs at 30%, 24% and 18%.  The ITC vote on the
  presence of injury with respect to tool steels was 3-3, and as a consequence,
  no relief was granted with respect to tool steels, which is a major product
  line for the Timken Latrobe Steel subsidiary in Latrobe, Pennsylvania.  Steel
  made in Mexico, Canada and developing nations was generally exempt from the
  tariffs announced.  In December 2003, President Bush announced an immediate
  end to the safeguard remedies.

   Continued Dumping and Subsidy Offset Act

  The Continued Dumping and Subsidy Offset Act (CDSOA) provides for distribution
  of monies collected by U.S. Customs from antidumping cases to qualifying
  domestic producers.  The company reported CDSOA receipts, net of expenses, of
  $65.6 million, $50.2 million and $29.6 million in 2003, 2002 and 2001,
  respectively.  In addition, amounts received in 2003 were net of a one-time
  repayment, due to a miscalculation by the U.S. Treasury Department, of funds
  received by the company in 2002.  The amounts received in 2003 related to the
  original Timken tapered roller, ball and cylindrical bearing businesses and
  the Torrington tapered roller bearing business.

  It is expected that in March 2004, Timken will receive a payment delayed from
  2003 of $7.7 million relating to Torrington's bearing business other than its
  tapered roller bearing business.  This is the net amount after taking into
  account the terms of the agreement under which the company purchased the
  Torrington business, which provided that Timken must deliver to the seller of
  the Torrington business 80% of any Torrington-related payments received
  relating to 2003 and 2004.

  The company cannot predict whether it will receive any payments under CDSOA
  later in 2004 or if so, in what amount.  In September 2002, the World Trade
  Organization (WTO) ruled that such payments are not consistent with

                                                                        9
  Competition (cont.)
  ___________________

  international trade rules.  The U.S. Trade Representative appealed this
  ruling; however, the WTO upheld the ruling on January 16, 2003.

  Joint Ventures
  _______________

  On April 8, 2002, Timken announced an agreement with NSK Ltd. to form Timken-
  NSK Bearings (Suzhou) Co. Ltd. to build a plant near Shanghai, China to manu-
  facture certain tapered roller bearing product lines.  Construction of the
  plant began in December 2002, and production began in the first quarter of
  2004.  Ownership of this joint venture is divided evenly between NSK Ltd.
  and Timken.

  On June 27, 2002, Timken announced an agreement with two Japan-based com-
  panies, Sanyo Special Steel Co., Ltd. and Showa Seiko Co., Ltd., to form
  Advanced Green Components, LLC to supply forged and machined rings for
  bearing manufacture.  The joint venture operates as an independent manu-
  facturing business.  It acquired the assets of the company's Winchester,
  Kentucky plant and commenced operations at the beginning of November 2002.

  As part of the Torrington acquisition, several additional equity interests
  were acquired, one of which was a needle bearing manufacturing venture in
  Japan, NTC, that had been operated by NSK Ltd. and Torrington.  In July 2003,
  the company sold its interest in NTC to NSK for approximately $146.3 million,
  pre-tax.

  Backlog
  _______

  The backlog of orders of Timken's domestic and overseas operations is
  estimated to have been $1.33 billion at December 31, 2003, and $1.05 billion
  at December 31, 2002.  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 bearing
  plants to manufacture bearings are its own steel tubing and bars, purchased
  strip steel and energy resources. Outside North America, the company
  purchases raw materials from local sources with whom it has worked closely
  to assure steel quality according to its demanding specifications.  In
  addition, Timken Alloy Steel Europe 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.  The availability and prices of raw
  materials and energy resources are subject to curtailment or change due to,
  among other things, new laws or regulations, suppliers' allocations to other
  purchasers, interruptions in production by suppliers, changes in exchange
  rates and prevailing price levels.  For example, the weighted average price
  of scrap metal decreased 19.6% from 2000 to 2001, increased 8.1% from 2001
  to 2002 and increased 19.2% from 2002 to 2003.  Prices for raw materials
  and energy resources continue to remain high.  The company expects that it

                                                                        10

  Raw Materials (cont.)
  _____________________

  will be able to pass a portion of these increased costs through to customers
  in the form or price increases or raw material surcharges.

  Moreover, disruptions in the supply of raw materials or energy resources
  could temporarily impair the company's ability to manufacture its products
  for its customers or require the company to pay higher prices in order to
  obtain these raw materials or energy resources from other sources, which could
  thereby affect the company's sales and profitability.  Any increase in the
  prices for such raw materials or energy resources could materially affect
  the company's costs and therefore its earnings.

  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 Canton, Ohio near its world head-
  quarters, is engaged in research on bearings, steels, manufacturing 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; the
  Vierzon, France plant; the Kunsebeck, Germany plant; and facilities in
  Norcross, Georgia; Torrington, Connecticut; and Bangelore, India.
  Expenditures for research, development and testing amounted to approximately
  $53 million in 2003 and 2002 and $54 million in 2001.  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 techniques
  and the expansion of applications for existing products.

  Environmental Matters
  _____________________

  The company continues to protect the environment and comply with environ-
  mental 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 2003, 31 of the company's plants 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 has been designated as a potentially responsible party by the EPA
  for site investigation and remediation at certain sites under the Comprehen-
  sive Environmental Response, Compensation and Liability Act (CERCLA), known
  as the Superfund, or state laws similar to CERCLA. The claims for remediation
  have been asserted against numerous other entities, which are believed to

                                                                        11

  Environmental Matters (cont.)
  _____________________________

  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 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. The company is also conducting
  voluntary environmental investigations or remediations at a number of current
  or former operating sites.  Any liability with respect to such investigations
  and remediations, in the aggregate, is not expected to be material to the
  operations or financial position of the company.

  New laws and regulations, stricter enforcement of existing laws and
  regulations, the discovery of previously unknown contamination or the
  imposition of new clean-up requirements may require the company to incur
  costs or become the basis for new or increased liabilities that could have a
  material adverse effect on Timken's business, financial condition or results
  of operations.

  Patents, Trademarks and Licenses
  ________________________________

  Timken owns a number of U.S. 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, 2003, Timken had approximately 26,000 associates. Twenty-one
  percent of Timken's U.S. associates are covered under collective bargaining
  agreements.

  Available Information
  _____________________

  Timken's annual report on Form 10-K, quarterly reports on Form 10-Q, current
  reports on Form 8-K, and amendments to those reports filed or furnished
  pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
  are available, free of charge, on Timken's website at www.timken.com as soon
  as reasonably practicable after electronically filing such material with the
  Securities and Exchange Commission.

                                                                        12
  Item 2.  Properties
  ___________________

  Timken has Automotive Group, Industrial Group and Steel Group manufacturing
  facilities at multiple locations in the United States and in a number of
  countries outside the United States.  The aggregate floor area of these
  facilities worldwide is approximately 19,431,000 square feet, all of which,
  except for approximately 1,498,000 square feet, is owned in fee.  The
  facilities not owned in fee are leased.  The buildings occupied by Timken
  are principally made 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 Groups' manufacturing facilities in the
  United States are located in Bucyrus, Canton, New Philadelphia, and Niles,
  Ohio; Altavista, Virginia; Randleman and Iron Station, North Carolina;
  Carlyle, Illinois; South Bend, Indiana; Gaffney, South Carolina; Keene and
  Lebanon, New Hampshire; Mascot, Tennessee; Lenexa, Kansas; Ogden, Utah;
  Orange, California; and Sanford, Florida.  These facilities, including the
  research facility in Canton, Ohio, and warehouses at plant locations, have an
  aggregate floor area of approximately 4,380,000 square feet.  The
  manufacturing facilities acquired in the Torrington acquisition increased
  floor area by approximately 3,486,000 square feet and include the following:
  Rockford, Illinois; Watertown and Torrington, Connecticut; Syracuse, New York;
  Clinton, Union, Honea Path, and Walhalla, South Carolina; Cairo, Norcross,
  Sylvania, Ball Ground, and Dahlonega, Georgia; Pulaski, Tennessee; and
  Rutherfordton, North Carolina.  The company ceased production at the
  Rockford, Illinois location during 2003.

  Timken's Automotive and Industrial Groups' manufacturing plants outside the
  United States are located in Benoni, South Africa; Brescia, Italy; Colmar,
  France; 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 3,679,000 square feet.  The manufacturing
  facilities acquired in the Torrington acquisition increased floor area by
  approximately 1,746,000 square feet and include the following: Westfalen,
  Germany; Olomouc, Czech Republic; Vierzon, Maromme and Moult, France; Bilbao,
  Spain; Darlington and Wolverhampton, England; Toronto and Bedford, Canada;
  Nova Friburgo, Brazil; and Wuxi, China.  The company ceased production at
  the Darlington, England location during 2003.

  Timken's Steel Group's manufacturing facilities in the United States are
  located in Canton, Eaton, Wauseon, Wooster, and Vienna, Ohio; Columbus, North
  Carolina; White House, Tennessee; and Franklin and Latrobe, Pennsylvania.
  These facilities have an aggregate floor area of approximately 5,386,000
  square feet.

  Timken's Steel Group's manufacturing facilities outside the United States are
  located in Leicester and Sheffield, England; and Fougeres and Marnaz, France.
  These facilities have an aggregate floor area 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, United Kingdom, France, Singapore, Mexico, Argentina,
  Australia, Brazil, Germany, and China, and leases several relatively small
  warehouse facilities in cities throughout the world.
                                                                        13

  Properties (cont.)
  __________________

  During 2003, the widespread incentive programs on light trucks and increasing
  demand for heavy trucks drove the increase in North American demand.
  Automotive plant utilization was higher in 2003 compared to 2002 as a result
  of this demand.  In 2003, Industrial plant utilizations were between 70% and
  80%, comparable to 2002.  In 2003, Steel plant utilizations were between 70%
  and 85%, varying by business and product, slightly better than 2002.

  Item 3.  Legal Proceedings
  __________________________

  The company is involved in various claims and legal actions arising in the
  ordinary course of business.  In the opinion of management, the ultimate dis-
  position of these matters will not have a material adverse effect on the
  company's consolidated financial position or results of operations.

  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, 2003.

  Item 4A.  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 one, 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 13, 2004, are as follows:

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

   J. W. Griffith      50      1998  Group Vice President - Bearings -
                                        North American Automotive, Asia
                                        Pacific and Latin America;
                               1999  President and Chief Operating Officer;
                                        Director;
                               2002  President and Chief Executive Officer;
                                        Director.

                                                                        14

  Executive Officers of the Registrant (cont.)
  ____________________________________________

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

   M. C. Arnold        47      1998  Vice President - Bearings - Business
                                        Process Advancement;
                               2000  President - Industrial Group.

   S. B. Bailey        44      1998  Director - Finance;
                               1999  Director - Finance and Treasurer;
                               2000  Treasurer;
                               2001  Corporate Controller;
                               2002  Senior Vice President - Finance and
                                        Controller.

   W. R. Burkhart      38      1998  Director of Affiliations and Acquisitions;
                               2000  Senior Vice President and General Counsel.

   G. A. Eisenberg     42      1998  President - Test Instrumentation Segment;
                                        Executive Vice President and Chief
                                        Financial Officer, United Dominion
                                        Industries, a manufacturer of
                                        proprietary engineered products;
                               1999  President and Chief Operating Officer,
                                        United Dominion Industries;
                               2002  Executive Vice President - Finance and
                                        Administration, The Timken Company.

   R. W. Lindsay       47      1998  Managing Director - Central and Eastern
                                        Europe;
                               1999  Vice President - Organizational
                                        Advancement;
                               2002  Senior Vice President - Human Resources
                                        and Organizational Advancement.

   S. J. Miraglia, Jr. 53      1998  Group Vice President - Bearings -
                                        North American Industrial and Super
                                        Precision;
                               1999  Senior Vice President - Technology.

   W. J. Timken, Jr.   36      1998  Vice President - Latin America;
                               2000  Corporate Vice President - Office of the
                                        Chairman;
                               2002  Corporate Vice President - Office of the
                                        Chairman; Director;
                               2003  Executive Vice President and President -
                                        Steel Group; Director.

                                                                        15
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, 2003, was 7,485. The estimated number of beneficial shareholders
  at December 31, 2003, was 42,184.

  High and low stock prices and dividends for the last two fiscal years are
  presented in the Quarterly Financial Data schedule on Page 59 of the Annual
  Report to Shareholders for the year ended December 31, 2003, and are
  incorporated herein by reference.

  Information regarding the company's stock compensation plan is presented in
  Notes 1 and 9 to the Consolidated Financial Statements on Pages 38 and 48 of
  the Annual Report to Shareholders for the year ended December 31, 2003, and
  is incorporated herein by reference.

  Item 6.  Selected Financial Data
  ________________________________

  The Summary of Operations and Other Comparative Data on Pages 60-61 of the
  Annual Report to Shareholders for the year ended December 31, 2003, 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 21-33 of the Annual Report to Shareholders for the year
  ended December 31, 2003, is incorporated herein by reference.

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

  Information appearing under the caption "Management's Discussion and
  Analysis of Other Information" appearing on Pages 31-33 of the Annual
  Report to Shareholders for the year ended December 31, 2003, is
  incorporated herein by reference.


                                                                         16

  Item 8.  Financial Statements and Supplementary Data
  ____________________________________________________

  The Quarterly Financial Data schedule included on Page 59, the
  Consolidated Financial Statements of the registrant and its subsidiaries
  on Pages 34-37 and the Notes to Consolidated Financial Statements on Pages
  38-57 of the Annual Report to Shareholders for the year ended
  December 31, 2003, are incorporated herein by reference.

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

  Not applicable.

  Item 9A.  Controls and Procedures
  __________________________________

  As of the end of the period covered by this report, the Company carried out
  an evaluation, under the supervision and with the participation of the
  Company's management, including the Company's principal executive officer
  and principal financial officer, of the effectiveness of the design and
  operation of the Company's disclosure controls and procedures pursuant to
  Exchange Act Rule 13a-15(e).  Based upon that evaluation, the principal
  executive officer and principal financial officer concluded that the
  Company's disclosure controls and procedures were effective as of the end of
  the period covered by this report.  There have been no significant changes in
  the Company's internal control over financial reporting that have materially
  affected, or are reasonably likely to materially affect, the Company's
  internal control over financial reporting during the Company's most recent
  fiscal quarter.


                                                                         17

PART III
________

  Item 10.  Directors and Executive Officers of the Registrant
  ____________________________________________________________

  Required information is set forth under the captions "Election of Directors"
  on Pages 4-8 and "Section 16(a) Beneficial Ownership Report Compliance" on
  Pages 34-35 of the proxy statement filed in connection with the annual meeting
  of shareholders to be held April 20, 2004, and is incorporated herein by
  reference.  Information regarding the executive officers of the registrant
  is included in Part I hereof.  Information regarding the Company's Audit
  Committee and its Audit Committee Financial Expert is set forth on page 8 of
  the proxy statement filed in connection with the annual meeting of share-
  holders to be held April 20, 2004, and is incorporated herein by reference.

  The General Policies and Procedures of the Board of Directors of the Company
  and the charters of its Audit Committee, Compensation Committee and Nominating
  and Governance Committee are also available on its website at www.timken.com
  and are available to any shareholder upon request to the Corporate Secretary.
  The information on the Company's website is not incorporated by reference
  into this Annual Report on Form 10-K.

  The Company has adopted a code of ethics that applies to all of its employees,
  including its principal executive officer, principal financial officer and
  principal accounting officer, as well as its directors.  The Company's code
  of ethics, The Timken Company Standards of Business Ethics Policy, is
  available on its website at www.timken.com.  The Company intends to disclose
  any amendment to, or waiver from, the code of ethics that applies to its
  principal executive officer, principal financial officer or principal
  accounting officer otherwise required to be disclosed under Item 10 of
  Form 8-K by posting such amendment or waiver, as applicable, on its website.

  Item 11.  Executive Compensation
  ________________________________

  Required information is set forth under the captions "Executive Compensation"
  on Pages 12-23 and "Comparison of Five Year Cumulative Total Return" on
  Page 24 of the proxy statement filed in connection with the annual meeting
  of shareholders to be held April 20, 2004, and is incorporated herein by
  reference.

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

            Related Stockholder Matters
            ___________________________

  Required information, including with respect to 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 10-11 of the proxy
  statement filed in connection with the annual meeting of shareholders to be
  held April 20, 2004, and is incorporated herein by reference.


                                                                         18

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

            Related Stockholder Matters (cont.)
            ___________________________________

                      Equity Compensation Plan Information

  The table below sets forth certain information regarding the following equity
  compensation plan of the company as of December 31, 2003:  The Timken
  Company Long-Term Incentive Plan, as Amended and Restated as of January 30,
  2002 (the "LTIP"), pursuant to which the company has made equity compensation
  available to eligible persons.  The company does not have any equity
  compensation plans that have not been approved by security holders.

                                                                Number of
                                                           securities remaining
                     Number of                             available for future
                   securities to be     Weighted-average      issuance under
                 issued upon exercise    exercise price     equity compensation
                   of outstanding        of outstanding      plans (excluding
Plan category     options, warrants    options, warrants  securities reflected
                     and rights             and rights        in column (a))

                         (a)                  (b)                   (c)
Equity compensation
 plans approved by
 security holders     8,538,270 (1)        $18.63            1,555,559 (2)/(3)

  (1)  The Common Shares set forth in column (a) do not include any payouts that
  may be made in connection with the company's Performance Units because such
  payouts may be made in cash or, under some circumstances, may not be made at
  all.

  (2)  The Common Shares set forth in column (c) represent those remaining
  available under the LTIP, which authorizes the Compensation Committee to make
  awards of Option Rights, Appreciation Rights, Restricted Shares, Deferred
  Shares, and Performance Shares.  Awards may be credited with dividend
  equivalents payable in the form of Common Shares.  In addition, under the
  LTIP nonemployee directors are entitled to awards of Restricted Shares,
  Common Shares and Option Rights pursuant to a formula set forth in that plan.
  The maximum number of Common Shares that may be issued under the LTIP as
  Restricted Shares and Deferred Shares cannot (after taking any forfeitures
  into account and excluding automatic awards of Restricted Shares to non-
  employee directors) exceed 10% of the 11,700,000 Common Shares previously
  authorized for issuance under the LTIP.  As of December 31, 2003, 683,810
  Common Shares remained available for future issuance as Restricted Shares
  or Deferred Shares.

  (3)  The company also maintains the Director Deferred Compensation Plan and
  the Deferred Compensation Plan pursuant to which directors and employees,
  respectively, may defer receipt of Common Shares authorized for issuance
  under the LTIP.  The table does not include separate information about these
  plans because they merely provide for the deferral, rather than the issuance,
  of Common Shares to be issued under the LTIP.


                                                                         19

  Item 13.  Certain Relationships and Related Transactions
  ________________________________________________________

  Required information is set forth under the captions "Election of Directors"
  on Pages 4-8 and "Executive Loan" on Page 19 of the proxy statement issued in
  connection with the annual meeting of shareholders to be held April 20, 2004,
  and is incorporated herein by reference.

  Item 14.  Principal Accountant Fees and Services
  _________________________________________________

  Required information regarding fees paid to and services provided by the Company's
  independent auditor during the years ended December 31, 2003 and 2002 and
  the pre-approval policies and procedures of the Audit Committee of the
  Company's Board of Directors is set forth on page 34 of the proxy statement
  issued in connection with the annual meeting of shareholders to be held
  April 20, 2004, and is incorporated herein by reference.

                                                                        20
PART IV
_______

  Item 15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
  ___________________________________________________________________________

  (a)(1) and (2) - The response to this portion of Item 15 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 December 31, 2002 among The Timken
                Company, as Borrower, Various Financial Institutions, as Banks,
                and Bank of America, N.A. and Keybank National Association, as
                Co-Administrative Agents was filed on March 27, 2003 with
                Form 10-K (Commission File Number 1-1169), and is incorporated
                herein by reference.

        (4.1)   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.

        (4.2)   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.

        (4.3)   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.

        (4.4)   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.


                                                                         21

   Listing of Exhibits (cont.)
   ___________________________

        (4.5)   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 was filed on March 28, 2002 with Form 10-K (Commission
                File Number 1-1169), and is incorporated herein by reference.

        (4.6)   Second Amendment Agreement dated as of February 7, 2003 among
                The Timken Company, as Borrower, Various Financial
                Institutions, as Banks, and Keybank National Association, as
                Agent was filed on March 27, 2003 with Form 10-K (Commission
                File Number 1-1169), and is incorporated herein by reference.

        (4.7)   Indenture dated as of February 18, 2003, between The Timken
                Company and The Bank of New York, as Trustee, Providing for
                Issuance of Notes in Series was filed on March 27, 2003 with
                Form 10-K (Commission File Number 1-1169), and is incorporated
                herein by reference.

        (4.8)   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, as revised on
                December 18, 2002 was filed on March 27, 2003 with Form 10-K
                (Commission File Number 1-1169), and is incorporated herein
                by reference.

        (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 for directors,
                officers and other key employees as amended and restated as of
                January 30, 2002 and approved by shareholders on April 16, 2002
                was filed as Appendix A to Proxy Statement filed on
                February 22, 2002 (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.

                                                                        22

   Listing of Exhibits (cont.)
   ___________________________

                Management Contracts and Compensation Plans (cont.)
                ___________________________________________________

        (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.

        (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.

                                                                        23

   Listing of Exhibits (cont.)
   ___________________________

                Management Contracts and Compensation Plans (cont.)
                ___________________________________________________

        (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 16,
                2002 was filed on May 14, 2002 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.

        (10.17) 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.

        (10.18) 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 28, 1999 (Commission File Number 1-1169),
                and is incorporated herein by reference.

        (10.19) 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.

        (10.20) 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.

        (10.21) 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.


                                                                         24
   Listing of Exhibits (cont.)
   ___________________________

                Management Contracts and Compensation Plans (cont.)
                ___________________________________________________

        (10.22) 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.

        (10.23) 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.

        (10.24) 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.

        (10.25) Restricted Shares Agreement entered into with Glenn A.
                Eisenberg was filed on March 28, 2002 with Form 10-K
                (Commission File Number 1-1169), and is incorporated herein
                by reference.

        (10.26) Restricted Shares Agreement entered into with Curt J.
                Andersson was filed on March 28, 2002 with Form 10-K
                (Commission File Number 1-1169), and is incorporated herein
                by reference.

        (10.27) The form of The Timken Company 1996 Deferred Compensation Plan
                Election Agreement as adopted on December 17, 2003.  Each
                differs only as to name and date executed.

        (10.28) The form of The Timken Company Restricted Shares Agreement as
                adopted on April 16, 2002 was filed on May 14, 2002 with
                Form 10-Q (Commission File Number 1-1169), and is incorporated
                herein by reference.

        (10.29) The form of The Timken Company Performance Unit Agreement as
                adopted on April 16, 2002 was filed on May 14, 2002 with
                Form 10-Q (Commission File Number 1-1169), and is incorporated
                herein by reference.

        (10.30) The form of The Timken Company 1996 Deferred Compensation Plan
                Election Agreement for Deferral of Restricted Shares was filed
                on August 13, 2002 with Form 10-Q (Commission File Number
                1-1169), and is incorporated herein by reference.

        (10.31) Retirement Agreement entered into as of June 30, 2002 between
                the company and Gene E. Little was filed on August 13, 2002
                with Form 10-Q (Commission File Number 1-1169), and is
                incorporated herein by reference.
                                                                        25

   Listing of Exhibits (cont.)
   ___________________________

                Management Contracts and Compensation Plans (cont.)
                ___________________________________________________
        (10.32) 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.

        (10.33) Executive Severance Agreement entered into with Glenn A.
                Eisenberg was filed on March 27, 2003 with Form 10-K
                (Commission File Number 1-1169), and is incorporated herein
                by reference.

        (10.34) The form of The Timken Company Director Deferred Compensation
                Plan Election Agreement was filed on May 15, 2003 with Form
                10-Q (Commission File Number 1-1169), and is incorporated
                herein by reference.  Each differs only as to name and date
                executed.

        (10.35) Non-Executive Chairman Agreement entered into with
                W. R. Timken, Jr.

        (10.36) Amendment to The Timken Company 1996 Deferred Compensation Plan.

        (12)    Ratio of Earnings to Fixed Charges.

        (13)    Annual Report to Shareholders for the year ended December 31,
                2003 (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.

        (31.1)  Principal Executive Officer's Certifications pursuant to
                Section 302 of the Sarbanes-Oxley Act of 2002.

        (31.2)  Principal Financial Officer's Certifications pursuant to
                Section 302 of the Sarbanes-Oxley Act of 2002.

        (32)    Certification pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

   (b)  Reports on Form 8-K:

        On October 17, 2003, the company filed a Form 8-K regarding the
        execution of a Purchase Agreement relating to a public offering of
        common stock by the company and a selling shareholder.

        On October 23, 2003, the company furnished a Form 8-K regarding Results
        of Operations and Financial Condition, which contained a press release
        announcing the company's third quarter 2003 results.

   (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/ James W. Griffith              By  /s/ Glenn A. Eisenberg
     ________________________________       ________________________________
     James W. Griffith                      Glenn A. Eisenberg
     Chief Executive Officer and            Executive Vice President - Finance
     Director                               and Administration (Principal
                                            Financial Officer)
Date          March 3, 2004             Date            March 3, 2004
     ________________________________       _______________________________

                                        By  /s/ Sallie B. Bailey
                                            _________________________________
                                             Sallie B. Bailey
                                             Senior Vice President - Finance
                                             (Principal Accounting Officer)
                                        Date            March 3, 2004
                                            _______________________________

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 3, 2004          Date               March 3, 2004

By  /s/ John A. Luke, Jr.*               By  /s/ Ward J. Timken*
    ______________________________           _______________________________
    John A. Luke, Jr.     Director           Ward J. Timken         Director
Date          March 3, 2004          Date               March 3, 2004

    /s/ Robert W. Mahoney*               By  /s/ Ward J. Timken, Jr.*
    ______________________________           _______________________________
    Robert W. Mahoney     Director           Ward J. Timken, Jr.    Director
Date          March 3, 2004          Date               March 3, 2004

By  /s/ Jay A. Precourt*                 By  /s/ W. R. Timken, Jr.*
    ______________________________           _______________________________
    Jay A. Precourt       Director           W. R. Timken, Jr.      Director
Date          March 3, 2004          Date               March 3, 2004

By  /s/ Joseph W. Ralston*               By  /s/ Joseph F. Toot, Jr.*
    ______________________________           _______________________________
    Joseph W. Ralston     Director           Joseph F. Toot, Jr.    Director
Date          March 3, 2004          Date               March 3, 2004

By  /s/ Frank C. Sullivan*               By
    ______________________________           _______________________________
    Frank C. Sullivan     Director           Martin D. Walker       Director
Date          March 3, 2004          Date

                                         By  /s/ Jacqueline F. Woods*
                                             _______________________________
                                             Jacqueline F. Woods    Director
                                     Date               March 3, 2004

                                       * By  /s/ Glenn A. Eisenberg
                                         ___________________________________
                                         Glenn A. Eisenberg, attorney-in-fact
                                         By authority of Power of Attorney
                                         filed as Exhibit 24 hereto
                                         Date           March 3, 2004

                           ANNUAL REPORT ON FORM 10-K

                       ITEM 15(a)(1) AND (2), (c) AND (d)

                        LIST OF FINANCIAL STATEMENTS AND
                          FINANCIAL STATEMENT SCHEDULE

                                CERTAIN EXHIBITS

                          FINANCIAL STATEMENT SCHEDULE

                          YEAR ENDED DECEMBER 31, 2003

                               THE TIMKEN COMPANY

                                  CANTON, OHIO

FORM 10-K-ITEM 15(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, 2003, are incorporated by
reference in Item 8:

 Consolidated statements of operations-Years ended December 31, 2003, 2002 and
  2001

 Consolidated balance sheets-December 31, 2003 and 2002

 Consolidated statements of cash flows-Years ended December 31, 2003, 2002
  and 2001

 Consolidated statements of shareholders' equity-Years ended December 31, 2003,
  2002 and 2001

 Notes to consolidated financial statements-December 31, 2003

The consolidated financial statement Schedule II-Valuation and qualifying
accounts of The Timken Company and subsidiaries is included in Item 15(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
The Timken Company

We have audited the accompanying consolidated balance sheets of The Timken
Company and subsidiaries as of December 31, 2003 and 2002, and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the three years in the period ended December 31, 2003.  Our audits
also included the financial statement schedule listed in the Index at Item
15(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.  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, 2003 and 2002, and the consolidated
results of their operations and their cash flows for each of the three years
in the period ended December 31, 2003, 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.

As discussed in Note 8 to the consolidated financial statements, "Goodwill and
Other Intangible Assets," the Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets" effective
January 1, 2002.

                                                      /s/  ERNST & YOUNG LLP

Canton, Ohio
February 5, 2004
                                       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, 2003:
 Reserves and allowances
  deducted from asset accounts:
   Allowance for
     uncollectible accounts $ 14,386     $   5,392  (1)    $  9,695 (4)  $  5,516 (5)    $ 23,957
   Allowance for surplus
     and obsolete inventory    8,095         5,306  (2)      22,695 (4)     5,113 (6)      30,983
   Valuation allowance
     on deferred tax assets   22,491         9,090  (3)         -              -           31,581
                              ______        ______           ______        ______          ______
                            $ 44,972     $  19,788         $ 32,390      $ 10,629        $ 86,521
                              ======        ======           ======        ======          ======
Year ended December 31, 2002:
 Reserves and allowances
  deducted from asset accounts:
   Allowance for
     uncollectible accounts $ 14,976      $  4,752 (1)                   $  5,342 (5)    $ 14,386
   Allowance for surplus
     and obsolete inventory    6,389         4,986 (2)                      3,280 (6)       8,095
   Valuation allowance
     on deferred tax assets   34,756         6,914 (3)                     19,179 (7)      22,491
                              ______        ______                         ______          ______
                            $ 56,121      $ 16,652                       $ 27,801        $ 44,972
                              ======        ======                         ======          ======
Year ended December 31, 2001:
 Reserves and allowances
  deducted from asset accounts:
   Allowance for
     uncollectible accounts $ 11,259      $ 10,025 (1)                   $  6,308 (5)    $ 14,976
   Allowance for surplus
     and obsolete inventory    6,999         3,090 (2)                      3,700 (6)       6,389
   Valuation allowance
     on deferred tax assets   18,084        20,219 (3)                      3,547 (7)      34,756
                              ______        ______                         ______          ______
                            $ 36,342      $ 33,334                       $ 13,555        $ 56,121
                              ======        ======                         ======          ======
(1)  Provision for uncollectible accounts included in expenses.
(2)  Provision for surplus and obsolete inventory included in expenses.
(3)  Increase in valuation allowance is recorded as a component of the provision for income taxes.
(4)  The opening balance from the Torrington acquisition.
(5)  Actual accounts written off against the allowance--net of recoveries.
(6)  Inventory items written off against the allowance.
(7)  Reduction in valuation allowance due to utilization of foreign net operating losses previously
     reserved.