EXHIBIT 10.1


                      CONSULTING AGREEMENT
                   ___________________________


This consulting agreement (hereinafter referred to as
"Agreement") is entered into as of the 27th day of June, 2000, by
and between John J. Schubach (hereinafter referred to as
"Consultant") and The Timken Company (hereinafter referred to as
"Company"), a corporation organized and existing under the laws
of the State of Ohio.

WHEREAS, Consultant has been employed for many years as an
officer of the Company and has acquired extensive experience and
developed important relationships which the Company wishes to
utilize by retaining Consultant to perform certain services as
described herein; and

WHEREAS, Consultant will resign as an officer and retire as an
employee on June 30, 2000, under the Company's retirement
program.

NOW, THEREFORE, in consideration of the mutual promises and
covenants, it is hereby agreed by and between the parties as
follows:

1.   In consideration of Consultant's services as hereinafter
     described, the Company agrees to pay Consultant a retainer at the
     rate of $15,000 per quarter to be paid on the last day of each
     calendar quarter beginning September 30, 2000.

2.   The services to be performed by Consultant shall consist of
     the following: Provide counsel and advice regarding the Company's
     business strategies and corporate development efforts and provide
     similar services to support the interests of the Company from
     time to time as requested by the Chairman and CEO, the President
     and Chief Operating Officer or the Senior Vice
     President - Corporate Development (or any Senior Vice President
     with responsibility for corporate strategy and/or corporate
     development) of the Company.

3.   It is anticipated that Consultant will devote the equivalent
     of approximately 4 days per month to the performance of the
     services described above.  The days on which Consultant will
     perform services under this Agreement, and the number of hours
     devoted to the performance of such services on any given day,
     will be determined by Consultant in his sole discretion.

4.   The Company will provide computer access, facilities access
     and secretarial assistance for the Consultant as reasonably
     required to assist him in performing the services described in
     this Agreement.  Consultant is not required to make use of such
     access or secretarial assistance and may perform the services
     requested under this Agreement at any location of his choice,
     whether inside or outside of Ohio.

5.   The Company will reimburse Consultant for all reasonable and
     necessary expenses incurred in the performance of the services
     described in this Agreement.

6.   Consultant agrees that he shall treat confidentially any
     material, non-public information, trade secrets, or proprietary
     data of the Company that he obtains during the course of
     performing his services under this Agreement.  Consultant
     understands that during the term of this Agreement he will remain
     subject to the Company's "Statement of Policy Regarding Trading
     in Stock and Prohibiting the Improper Use or Disclosure of
     Material, Non-Public Information," which has been provided to
     Consultant.

7.   Consultant agrees that, during the term of this Agreement
     and for three years after the termination of this Agreement, he
     shall not provide services to any third party that is a direct
     competitor of the Company.  Subject to the foregoing, Consultant
     may provide consulting or other services to other parties during
     the term of this Agreement and at anytime thereafter.

8.   It is agreed that Consultant shall render his services as an
     independent contractor and that no relationship of employer-
     employee shall result from the execution of this Agreement or
     from the performance of any services hereunder.  Consultant shall
     have no authority to initial or sign contracts or otherwise to
     take any action that would create any legally-binding obligation
     on the part of the Company or any of its subsidiaries or
     affiliates, and shall at all times avoid any action or statement
     that would in any way represent himself or hold himself out as an
     agent or employee of the Company or any of its subsidiaries or
     affiliates.

9.   Consultant shall have the right to determine when, where,
     how and in what manner he will perform the services under this
     Agreement.  It is understood that as an independent contractor,
     Consultant is not under the direction or control of the Company
     when rendering the services requested of him under this Agreement
     and is expected to exercise independent judgment when providing
     services under this Agreement.  Moreover, Consultant shall not be
     entitled to any Company benefits as a result of performing
     services under this Agreement, and the Company shall not pay or
     withhold any federal, state, or local income tax or payroll tax
     of any kind on behalf of the Consultant.

10.  This Agreement shall terminate on December 31, 2001,
     provided, however, either party may cancel and terminate this
     Agreement at any time by giving a thirty-day written notice to
     the other party of its the desire to do so.  Moreover, this
     Agreement will terminate immediately if Consultant dies, becomes
     permanently disabled, or breaches any material term of this
     Agreement.  If this Agreement is terminated prior to December 31,
     2001, the quarterly payment to which Consultant would otherwise
     be entitled will be pro-rated based on the number of days the
     Agreement was in effect during the calendar quarter in which the
     Agreement was terminated.  The provisions of Paragraphs 6 and 7
     hereof shall continue in full force and effect notwithstanding
     the termination of this Agreement.

11.  This Agreement constitutes the entire agreement between the
     parties relative to the services referred to herein and
     supersedes all previous negotiations and understandings, oral or
     written, relative to such services.  Notwithstanding the
     foregoing, nothing contained herein shall affect or adversely
     impact any compensation or benefits to which Consultant is
     entitled as a result of his employment by the Company prior to
     June 30, 2000, and his retirement on said date.

12.  This Agreement shall be construed, interpreted and applied,
     and the legal relationship created herein shall be determined, in
     accordance with the laws of the State of Ohio.


In witness whereof, the parties have executed this Agreement as
of the date first above written.


                              THE TIMKEN COMPANY

                              By:
                                ________________________________
                                James W. Griffith
                                President and Chief Operating Officer



                                ________________________________
                                John J. Schubach