EXHIBIT 10.4

                              THE TIMKEN COMPANY

                         Restricted Shares Agreement

          WHEREAS, __________________ ("Grantee") is an employee of The Timken Company
(the "Company"); and

          WHEREAS, the grant of restricted shares evidenced hereby was authorized by a
resolution of the Compensation Committee (the "Committee") of the Board of Directors
(the "Board") of the Company that was duly adopted on April 20, 2004, and the execution
of a restricted shares agreement in the form hereof was authorized by a resolution of
the Committee duly adopted on such date.

          NOW, THEREFORE, pursuant to The Timken Company Long-Term Incentive Plan (as
Amended and Restated as of February 6, 2004) (the "Plan") and subject to the terms and
conditions thereof and the terms and conditions hereinafter set forth, the Company
hereby grants to Grantee, effective April 20, 2004 (the "Date of Grant"), the right to
receive ________ shares of the Company's common stock without par value (the "Common
Shares").

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

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

          3.   Vesting of Common Shares.

               (a)  Subject to the terms and conditions of Sections 3(b), 3(c) and 4
                    hereof, Grantee's right to receive the Common Shares covered by
                    this agreement shall become nonforfeitable to the extent of
                    one-quarter (1/4) of the Common Shares covered by this agreement
                    after Grantee shall have been in the continuous employ of the
                    Company or a subsidiary for one full year from the Date of Grant
                    and to the extent of an additional one-quarter (1/4) thereof
                    after each of the next three successive years thereafter during
                    which Grantee shall have been in the continuous employ of the
                    Company or a subsidiary.   For purposes of this agreement,

                    "subsidiary" shall mean a corporation, partnership, joint
                    venture, unincorporated association or other entity in which the
                    Company has a direct or indirect ownership or other equity
                    interest.  For purposes of this agreement, the continuous
                    employment of Grantee with the Company or a subsidiary shall not
                    be deemed to have been interrupted, and Grantee shall not be
                    deemed to have ceased to be an employee of the Company or a
                    subsidiary, by reason of the transfer of his employment among the
                    Company and its subsidiaries.

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

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

                    (i)  The acquisition by any individual, entity or group (within
                         the meaning of Section 13(d)(3) or 14(d)(2) of the
                         Securities Exchange Act of 1934) (a "Person") of beneficial
                         ownership (within the meaning of Rule 13d-3 promulgated under
                         the Securities Exchange Act of 1934) of 30% or more of either:
                         (A) the then-outstanding Common Shares or (B) the combined
                         voting power of the then-outstanding voting securities of
                         the Company entitled to vote generally in the election of
                         directors ("Voting Shares"); provided, however, that for
                         purposes of this subsection (i), the following acquisitions
                         shall not constitute a change in control:  (1) any
                         acquisition directly from the Company, (2) any
                         acquisition by the Company, (3) any acquisition by any
                         employee benefit plan (or related trust) sponsored or
                         maintained by the Company or any Subsidiary, or (4) any
                         acquisition by any Person pursuant to a transaction which
                         complies with clauses (A), (B) and (C) of subsection (i) of
                         this Section 3(c); or

                    (ii) Individuals who, as of the date hereof, constitute the
                         Board (the "Incumbent Board") cease for any reason (other
                         than death or disability) to constitute at least a majority
                         of the Board; provided, however, that any individual
                         becoming a director subsequent to the date hereof whose
                         election, or nomination for election by the Company's
                         shareholders, was approved by a vote of at least a majority
                         of the directors then comprising the Incumbent Board (either
                         by a specific vote or by approval of the proxy statement of

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                         the Company in which such person is named as a nominee for
                         director, without objection to such nomination) shall
                         be considered as though such individual were a member of the
                         Incumbent Board, but excluding for this purpose, any such
                         individual whose initial assumption of office occurs as a
                         result of an actual or threatened election contest (within
                         the meaning of Rule 14a-11 of the Securities Exchange Act of
                         1934) with respect to the election or removal of directors or
                         other actual or threatened solicitation of proxies or
                         consents by or on behalf of a Person other than the Board; or

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

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

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

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

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

          7.   Adjustments.  The Committee shall make any adjustments in the number or
               kind of shares of stock or other securities covered by this agreement
               that the Committee may determine to be equitably required to prevent any
               dilution or expansion of Grantee's rights under this agreement that
               otherwise would result from any (a) stock dividend, stock split,
               combination of shares, recapitalization or other change in the capital
               structure of the Company, (b) merger, consolidation, separation,
               reorganization or partial or complete liquidation involving the Company
               or (c) other transaction or event having an effect similar to any of
               those referred to in Section 7(a) or 7(b) hereof.  Furthermore, in the
               event that any transaction or event described or referred to in the
               immediately preceding sentence shall occur, the Committee may provide
               in substitution of any or all of Grantee's rights under this agreement
               such alternative consideration as the Committee may determine in good
               faith to be equitable under the circumstances.

          8.   Withholding Taxes.  To the extent that the Company is required to
               withhold federal, state, local or foreign taxes in connection with any
               delivery of Common Shares to the Grantee, and the amounts available to
               the Company for such withholding are insufficient, it shall be a
               condition to the receipt of such delivery that the Grantee make
               arrangements satisfactory to the Company for payment of the balance of
               such taxes required to be withheld.  The Grantee may elect that all
               or any part of such withholding requirement be satisfied by retention
               by the Company of a portion of the Common Shares delivered to the
               Grantee.  If such election is made, the shares so retained shall be
               credited against such withholding requirement at the Market Price per
               Common Share on the date of such delivery.

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

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

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

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

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

          This agreement is executed by the Company on this 20th day of April, 2004.

                         The Timken Company

                         By  ___________________________________

                                William R. Burkhart

                                Sr. Vice President and General Counsel

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

                             _________________________________

                                Grantee

                             Date:   ___________________________

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