10-Q

                                                                           1.
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.   20549

                                   FORM 10Q

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

   For the quarterly period ended March 31, 2004

                                      or

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

   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)

                                (330) 438-3000
              (Registrant's telephone number, including area code)

                                Not Applicable
   (Former name, former address and former fiscal year, if changed since last
   report)

   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 (or for such shorter period that the
   registrant was required to file such reports), and (2) has been subject to
   such filing requirements for the past 90 days.

          YES    X      NO
                ___         ___

   Indicate by check mark whether the registrant is an accelerated filer (as
   defined in Rule 12b-2 of the Exchange Act).

          YES    X      NO
                ___         ___

   Common shares outstanding at March 31, 2004, 89,402,739.


PART I.  FINANCIAL INFORMATION                                             2.
THE TIMKEN COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)

                                                          Mar 31       Dec 31
                                                           2004         2003
ASSETS                                                 ----------    ----------
Current Assets                                          (Thousands of dollars)
Cash and cash equivalents...........................      $35,015       $28,626
Accounts receivable, less allowances,
(2004-$22,957; 2003-$23,957)........................      691,167       602,262
Deferred income taxes...............................       50,033        50,271
Inventories.........................................      718,183       695,946
                                                       ----------    ----------
          Total Current Assets......................    1,494,398     1,377,105

Property, plant and equipment.......................    3,514,925     3,501,551
 Less allowances for depreciation...................    1,931,696     1,892,957
                                                       ----------    ----------
                                                        1,583,229     1,608,594

Goodwill............................................      202,853       173,099
Other intangible assets.............................      195,443       197,993
Deferred income taxes...............................      149,282       148,802
Other assets........................................      200,429       184,196
                                                       ----------    ----------
      Total Assets..................................   $3,825,634    $3,689,789
                                                       ==========    ==========

LIABILITIES
Current Liabilities
Accounts payable and other liabilities..............     $511,902      $425,157
Short-term debt and current portion of long-term debt     188,123       121,194
Accrued expenses....................................      509,436       508,205
                                                       ----------    ----------
          Total Current Liabilities.................    1,209,461     1,054,556

Noncurrent Liabilities
Long-term debt......................................      624,141       613,446
Accrued pension cost................................      368,622       424,414
Accrued postretirement benefits cost................      482,028       476,966
Other noncurrent liabilities........................       34,346        30,780
                                                       ----------    ----------
          Total Noncurrent Liabilities..............    1,509,137     1,545,606

Shareholders' Equity
Common stock........................................      693,110       689,160
Earnings invested in the business...................      775,705       758,849
Accumulated other comprehensive loss................     (361,779)     (358,382)
                                                       ----------    ----------
          Total Shareholders' Equity................    1,107,036     1,089,627

      Total Liabilities and Shareholders' Equity....   $3,825,634    $3,689,789
                                                       ==========    ==========


PART I.  FINANCIAL INFORMATION Continued                                   3.

THE TIMKEN COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)                                                        Three Months Ended
                                                                 Mar 31        Mar 31
                                                                  2004          2003
                                                               ----------    ----------
                                           (Thousands of dollars, except per share data)
Net sales...................................................   $1,098,785    $  838,007
Cost of products sold.......................................      896 262       700,245
                                                               ----------    ----------
   Gross Profit.............................................      202 523       137,762

Selling, administrative and general expenses................      142,703       112,767
Impairment and restructuring charges .......................          730          -
                                                               ----------    ----------
   Operating Income.........................................       59,090        24,995

Interest expense............................................      (11,391)      (10,161)
Interest income.............................................          246           210
Other expense (income)......................................       (2,025)        3,854
                                                               ----------    ----------
   Income Before Income Taxes ..............................       45,920        18,898
Provision for income taxes..................................       17,450         7,559
                                                               ----------    ----------

Net Income .................................................   $   28,470    $   11,339
                                                               ==========    ==========

 Earnings Per Share*........................................       $ 0.32        $ 0.15

 Earnings Per Share - assuming dilution**...................       $ 0.32        $ 0.15

 Dividends Per Share........................................       $ 0.13        $ 0.13
                                                               ==========    ==========

*  Average shares outstanding...............................   89,265,382    74,444,132
** Average shares outstanding - assuming dilution...........   90,137,140    74,613,170


PART I.  FINANCIAL INFORMATION Continued                                   4.

THE TIMKEN COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
                                                            Three Months Ended
Cash Provided (Used)                                        Mar 31      Mar 31
                                                             2004        2003
                                                           --------    --------
OPERATING ACTIVITIES                                      (Thousands of dollars)
Net income ............................................... $ 28,470    $ 11,339
Adjustments to reconcile net income to net cash
(used) provided by operating activities:
 Depreciation and amortization............................   53,928      41,265
 Loss (gain) on disposals of property, plant and equipment    1,807      (5,734)
 Provision (credit) for deferred income taxes.............    1,118      (2,100)
 Stock issued in lieu of cash to employee benefit plans...    1,188         715
 Changes in operating assets and liabilities:
  Accounts receivable.....................................  (87,328)    (54,614)
  Inventories.............................................  (15,767)    (22,463)
  Other assets............................................   (5,287)    (10,201)
  Accounts payable and accrued expenses...................   (3,283)     53,973
  Foreign currency translation loss (gain)................    1,476     (1,859)
                                                           --------    --------
   Net Cash (Used) Provided by Operating Activities.......  (23,678)     10,321

INVESTING ACTIVITIES
 Capital expenditures.....................................  (24,449)    (22,998)
 Proceeds from disposals of property, plant and equipment.      700       9,895
 Other ...................................................   (2,799)     (2,064)
 Acquisitions.............................................   (1,549)   (718,952)*
                                                           --------    --------
   Net Cash Used by Investing Activities..................  (28,097)   (734,119)

FINANCING ACTIVITIES
 Cash dividends paid to shareholders......................  (11,614)     (8,252)
 Issuance of common stock for acquisition.................      -       180,220*
 Accounts receivable securitization financing borrowings..   68,000     125,000
 Accounts receivable securitization financing payments....  (30,000)        -
 Payments on long-term debt...............................  (37,150)       (124)
 Proceeds from issuance of long-term debt.................   48,570     424,553
 Short-term debt activity - net...........................   18,329     (36,939)
                                                           --------    --------
   Net Cash Provided by Financing Activities..............   56,135     684,458

Effect of exchange rate changes on cash...................    2,029         577

Increase (Decrease) in Cash and Cash Equivalents..........    6,389     (38,763)
Cash and Cash Equivalents at Beginning of Period..........   28,626      82,050
                                                           --------    --------
Cash and Cash Equivalents at End of Period................ $ 35,015    $ 43,287
                                                           ========    ========

*  Excluding $140 million of common stock (9,395,973 shares) issued to
   Ingersoll-Rand Company, in conjunction with the acquisition.


PART I.  NOTES TO FINANCIAL STATEMENTS (Unaudited)                         5.

Note 1 -- Basis of Presentation

The accompanying consolidated condensed financial statements (unaudited) for
The Timken Company (the company) have been prepared in accordance with the
instructions to Form 10-Q and do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, all adjustments
(consisting of normal recurring accruals) and disclosures considered necessary
for a fair presentation have been included.  For further information, refer to
the consolidated financial statements and footnotes included in the company's
annual report on Form 10-K for the year ended December 31, 2003.

Note 2 -- Stock-Based Compensation
The company utilizes the disclosure-only provisions of Statement of Financial
Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation."
The company has elected to follow Accounting Principles Board (APB) Opinion
No. 25, "Accounting for Stock Issued to Employees," and related interpretations
in accounting for its stock options to key associates and directors.  Under APB
Opinion No. 25, whenever the market price of the company's stock options equals
the market price of the underlying common stock on the date of grant, no
compensation expense is required.

The effect on net income and earnings per share as if the company had applied
the fair value recognition provisions of SFAS No. 123 is as follows:

                                Three months ended
                                       Mar 31
                                  2004          2003
                                --------      --------
(Thousands of dollars)
Net income, as reported         $ 28,470       $11,339

Add:  Stock-based employee
  compensation expense, net
  of related taxes                   190           451
Deduct:  Total stock-based
  employee compensation
  expense determined under
  fair value based methods
  for all awards, net of
  related tax effects             (1,002)       (1,217)
                                --------      --------
Pro forma net income            $ 27,658       $10,573
                                ========      ========
Earnings per share:
  Basic and diluted -
    as reported                   $ 0.32        $ 0.15
  Basic and diluted -
    pro forma                     $ 0.31        $ 0.14


PART I.  NOTES TO FINANCIAL STATEMENTS (Unaudited)                         6.
Continued

Note 3 -- Acquisition

On February 18, 2003, the company acquired Ingersoll-Rand Company Limited's
(IR's) Engineered Solutions business, a leading worldwide producer of needle
roller, heavy-duty roller and ball bearings, and motion control components and
assemblies for approximately $840 million, plus $26.0 million of acquisition
costs incurred in connection with the acquisition.

The company paid IR $700 million in cash, subject to post-closing purchase price
adjustments, and issued $140 million of its common stock (9,395,973 shares) to
Ingersoll-Rand Company, a subsidiary of IR.  To finance the cash portion of the
transaction the company utilized, in addition to cash on hand:  $180.0 million,
net of underwriting discounts and commissions, from a public offering of
12.65 million shares of common stock at $14.90 per common share; $246.9 million,
net of underwriting discounts and commissions, from a public offering of
$250.0 million of 5.75% senior unsecured notes due 2010; $125.0 million from
its Asset Securitization facility; and approximately $86 million from its
senior credit facility.

The allocation of the purchase price has been performed based on the assignment
of fair values to assets acquired and liabilities assumed.  Fair values are
based primarily on appraisals performed by an independent appraisal firm.  The
final purchase price for the acquisition of Torrington is subject to adjustment
upward or downward based on the differences for both net working capital and
net debt as of December 31, 2001 and February 15, 2003, both calculated in a
manner as set forth in The Stock and Asset Purchase Agreement.  These adjust-
ments have not been finalized as of March 31, 2004.

The following unaudited pro forma financial information presents the combined
results of operations of the company and Torrington as if the acquisition had
occurred at the beginning of the period presented.  Unaudited pro forma
earnings include higher than normal cost of products sold resulting from the
one-time write-up of acquired inventories required by the purchase accounting
rules.  These pro forma amounts do not purport to be indicative of the results
that would have been obtained if the acquisition had occurred as of the
beginning of the period presented or that may be obtained in the future:

                                                Three months ended
                                                      Mar 31
                                                       2003
                                                    ----------
(Amounts in thousands, except per share data)
Net sales                                            $989,250

Net income                                           $  4,487

Earnings per share:
  Basic                                              $   0.06
  Diluted                                            $   0.06


PART I.  NOTES TO FINANCIAL STATEMENTS (Unaudited)                         7.
Continued

Note 3 -- Acquisition (continued)

The company has finalized its plans for integration activities and plant
rationalizations.  In accordance with FASB EITF Issue No. 95-3, "Recognition
of Liabilities in Connection with a Purchase Business Combination," the company
recorded accruals for severance, exit and relocation costs in the purchase
price allocation.  A reconciliation of the beginning and ending accrual
balances is as follows:

                                Severance     Exit    Relocation   Total
                                ---------   -------   -----------  -------
                                          (Thousands of dollars)
Balance at December 31, 2003       $3,905   $ 2,325       $1,897  $ 8,127
Add: additional accruals            1,072    17,514            -   18,586
Less:  payments                    (4,854)     (629)        (485)  (5,968)
                                ---------   -------   -----------  -------
  Balance at March 31, 2004        $  123   $19,210       $1,412  $20,745
                                =========   =======   ===========  =======

Note 4 -- Inventories                                      Mar 31     Dec 31
                                                            2004       2003
                                                          --------   ---------
                                                         (Thousands of dollars)
Finished products                                         $327,933    $330,455
Work-in-process and raw materials                          343,982     323,439
Manufacturing supplies                                      46,268      42,052
                                                          --------    --------
                                                          $718,183    $695,946
                                                          ========    ========
An actual valuation of inventory under the LIFO method can be made only at the
end of each year based on the inventory levels and costs at that time.
Accordingly, interim LIFO calculations must necessarily be based on manage-
ment's estimates of expected year-end inventory levels and costs.  Because
these are subject to many forces beyond management's control, interim results
are subject to the final year-end LIFO inventory valuation.

                                                            Mar 31     Dec 31
                                                             2004       2003
Note 5 -- Long-term Debt and Other Financing Arrangements  --------   --------
                                                         (Thousands of dollars)
Variable-rate State of Ohio Pollution Control Revenue
   Refunding Bonds, maturing on June 1, 2033
   (1.04% at March 31, 2004)                              $ 17,000     $17,000
Variable-rate State of Ohio Water Development Revenue
   Refunding Bonds, maturing on May 1, 2007
   (1.05% at March 31, 2004)                                 8,000       8,000
Variable-rate State of Ohio Air Quality and Water
   Development Revenue Refunding Bonds, maturing on
   November 1, 2025 (1.04% at March 31, 2004)               21,700      21,700


PART I.  NOTES TO FINANCIAL STATEMENTS (Unaudited)                         8.
Continued

Note 5 -- Long-term Debt and Other Financing Arrangements (continued)
                                                           Mar 31     Dec 31
                                                            2004       2003
                                                          --------   ---------
                                                         (Thousands of dollars)
Variable-rate State of Ohio Water Development Authority
   Solid Waste Revenue Bonds, maturing on July 1, 2032
   (1.05% at March 31, 2004)                                24,000      24,000
Fixed-rate Medium-Term Notes, Series A, due at various
   dates through May 2028, with interest rates ranging
   from 6.20% to 7.76%.                                    287,272     287,000
Variable-rate Senior credit facility, maturing on
   December 31, 2007.  The interest rate is LIBOR plus
   1.5% (4.75% at March 31, 2004)                           11,700        -
Fixed-rate Unsecured Notes, maturing on February 15,
   2010 with a fixed interest rate of 5.75%.               250,597     250,000
Other                                                       10,672      12,471
                                                          --------    --------
                                                           630,941     620,171
Less:  Current Maturities                                    6,800       6,725
                                                          --------    --------
                                                          $624,141    $613,446
                                                          ========    ========

The Accounts Receivable Securitization financing agreement (Asset
Securitization), which provides for borrowings up to $125 million, is limited
to certain borrowing base calculations, and is secured by certain trade
receivables.  Under the terms of the Asset Securitization, the company sells,
on an ongoing basis, certain domestic trade receivables to Timken Receivables
Corporation, a wholly owned consolidated subsidiary, that in turn uses the
trade receivables to secure the borrowings, which are funded through a vehicle
that issues commercial paper in the short-term market.  As of March 31, 2004,
there was $38 million outstanding under this facility.  This balance is
reflected on the company's consolidated condensed balance sheet as of
March 31, 2004 in short-term debt.  The yield on the commercial paper, which is
the commercial paper rate plus program fees, is considered a financing cost,
and is included in interest expense on the consolidated statements of
income.  This rate was 1.12% at March 31, 2004.

Under the $500 million senior credit facility, the company has three financial
covenants:  consolidated net worth; leverage ratio; and fixed charge coverage
ratio.  At March 31, 2004, the company was in compliance with the covenants
under its senior credit facility and its other debt agreements.


PART I.  NOTES TO FINANCIAL STATEMENTS (Unaudited)
Continued                                                                  9.

Note 6 -- Income Tax Provision                  Three Months Ended
                                                Mar 31      Mar 31
                                                2004        2003
                                               ---------    --------
                 U.S.                         (Thousands of dollars)
                    Federal                     $11,062     $ 4,004
                    State & Local                 1,221         627
                 Foreign                          5,167       2,928
                                               ---------    --------
                                                $17,450     $ 7,559
                                               =========    ========

The effective tax rates were 38% and 40% for the quarters ended March 31, 2004
and 2003, respectively.  The effective tax rate for both periods exceeded the
U.S. statutory tax rate as a result of losses at certain foreign operations that
were not available to reduce overall tax expense and taxes paid to state and
local jurisdictions.


PART I.  NOTES TO FINANCIAL STATEMENTS (Unaudited)
Continued                                                                 10.
                                                  Mar 31    Dec 31
Note 7 -- Shareholders' Equity                     2004      2003
                                                 --------  --------
Class I and Class II serial preferred stock    (Thousands of dollars)
without par value:
   Authorized -- 10,000,000 shares each class
   Issued - none                                 $   -     $   -
Common Stock without par value:
   Authorized -- 200,000,000 shares
   Issued (including shares in treasury)
      2004 - 89,402,964 shares
      2003 - 89,076,114 shares
   Stated Capital                                  53,064    53,064
   Other paid-in capital                          640,051   636,272
Less cost of Common Stock in treasury
      2004 -    225 shares
      2003 - 10,601 shares                             (5)     (176)
                                                 --------  --------
                                                 $693,110  $689,160
                                                 ========  ========

An analysis of the change in capital and earnings invested in the business is as follows:

                                               Common Stock       Earnings   Accumulated
                                                        Other     Invested      Other
                                              Stated   Paid-In     in the   Comprehensive   Treasury
                                             Capital   Capital    Business      Loss         Stock       Total
                                             -------   --------   --------    ----------    --------   ----------
                                                                    (Thousands of dollars)
Balance December 31, 2003                    $53,064   $636,272   $758,849     ($358,382)      ($176)  $1,089,627

Net Income                                                          28,470                                 28,470
Foreign currency translation adjustment                                           (4,633)                  (4,633)
Change in fair value of derivative financial
  instruments, net of reclassifications
  (net of income tax of $211)                                                      1,236                    1,236
                                                                                                        ----------
Total comprehensive income                                                                                 25,073

Dividends  - $0.13 per share                                       (11,614)                               (11,614)
Issuance of 10,376 shares from treasury
  and 326,850 shares from authorized related
  to stock option plans                                   3,779                                  171        3,950

                                             -------   --------   --------    ----------    --------   ----------
Balance March 31, 2004                       $53,064   $640,051   $775,705     ($361,779)        ($5)  $1,107,036
                                             =======   ========   ========    ==========    ========   ==========

The total comprehensive income for the three months ended March 31, 2003 was $19,573,000.


PART I. NOTES TO FINANCIAL STATEMENTS (Unaudited)                         11.
Continued

Note 8 -- Impairment and Restructuring Charges

Impairment and restructuring charges are comprised of the following:

                                                Three months ended Mar 31
                                                   2004          2003
                                                ----------    ----------
                                                (Thousands of dollars)

Severance expense and related benefit costs           $730       $ -
                                                ----------    ----------
  Total                                               $730       $ -
                                                ==========    ==========

In the first quarter of 2004, restructuring charges related primarily to
severance and related benefit costs for associates who exited the company as
a result of the integration of Torrington.

Impairment and restructuring charges by segment are as follows:

                                           Auto    Industrial    Steel   Total
                                          ------  ------------  -------  ------
                                                (Thousands of dollars)

Severance expense and related benefits       $58          $671       $1    $730
                                          ------  ------------  -------  ------
  Total                                      $58          $671       $1    $730
                                          ======  ============  =======  ======

A reconciliation of the beginning and ending balances for accrued severance and
exit costs that are being accounted for in accordance with FASB Emerging Issues
Task Force Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)," or Statement of Financial Accounting
Standards No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities," is as follows:

                                        (Thousands of dollars)
Balance at December 31, 2003               $4,461
Add:  provisions                              730
Less: payments                               (870)
                                          --------
Balance at March 31, 2004                  $4,321
                                          ========

The company continues to evaluate the competitiveness of its operations and
may from time to time determine to close those operations that are not
competitive.  The company may incur charges associated with the closure of
such operations in future periods that may be material.


PART I. NOTES TO FINANCIAL STATEMENTS (Unaudited)                         12.
Continued

Note 9 -- Segment Information

The primary measurement used by management to measure the financial performance
of each Group is adjusted EBIT (earnings before interest and taxes, excluding
the effect of amounts related to certain items that management considers not
representative of ongoing operations such as impairment and restructuring,
integration costs, one-time gains or losses on sales of assets, allocated
receipts received or payments made under the Continued Dumping and Subsidy
Offset Act (CDSOA), and other items similar in nature).

(Thousands of Dollars)                      Three Months Ended
                                             Mar 31    Mar 31
                                              2004      2003
Automotive Group                           ---------  ---------
 Net sales to external customers           $ 415,602  $ 298,129
 Depreciation and amortization                20,490     12,701
 EBIT, as adjusted                            18,323      8,868

Industrial Group
 Net sales to external customers           $ 410,269  $ 304,963
 Intersegment sales                              289        192
 Depreciation and amortization                18,007     12,140
 EBIT, as adjusted                            35,766     17,810

Steel Group
 Net sales to external customers           $ 272,914  $ 234,915
 Intersegment sales                           36,417     40,864
 Depreciation and amortization                15,431     16,424
 EBIT, as adjusted                             2,724      6,530

Reconciliation to Income Before Income Taxes

 Total EBIT, as adjusted, for reportable
   segments                                $  56,813  $  33,208
 Impairment and restructuring charges           (730)       -
 Integration/Reorganization expenses          (5,364)    (9,063)
 Gain on sale of land                            -        5,447
 CDSOA receipts, net of expenses               7,743        -
 Adoption of FIN 46 for investment in PEL       (948)       -
 Interest expense                            (11,391)   (10,161)
 Interest income                                 246        210
 Intersegment adjustments                       (449)      (743)
                                           ---------  ---------
 Income before income taxes                $  45,920  $  18,898
                                           =========  =========


PART I. NOTES TO FINANCIAL STATEMENTS (Unaudited)                         13.
Continued

Note 10 - Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill for the three months ended
March 31, 2004 are as follows:

(Thousands of Dollars)            Balance                              Balance
                                  12/31/03   Acquisition    Other      3/31/04
                                 ---------   -----------   -------    ---------
Goodwill:
Automotive                       $  45,614   $   19,470     $ 2,066   $  67,150
Industrial                         127,485        8,497        (279)    135,703
Steel                                 -            -           -           -
                                 ---------   ----------    --------   ---------
                                 $ 173,099   $   27,967     $ 1,787   $ 202,853
                                 =========   ==========    ========   =========

The following table displays intangible assets as of March 31,2004 and
December 31, 2003:

(Thousands of Dollars)                       As of March 31,2004
                                     ----------------------------------
                                      Gross                       Net
                                     Carrying    Accumulated   Carrying
                                      Amount     Amortization   Amount
                                     --------    ------------  --------
Intangible assets subject to amortization:

Automotive                           $ 68,001     $    (7,170) $ 60,831
Industrial                             30,848          (4,162)   26,686
Steel                                     429             (82)      347
                                     --------     -----------  --------
                                     $ 99,278     $   (11,414) $ 87,864
                                     ========     ===========  ========


PART I. NOTES TO FINANCIAL STATEMENTS (Unaudited)                         14.
Continued

Note 10 - Goodwill and Other Intangible Assets (continued)

Intangible assets not subject to amortization:

Goodwill                             $202,853     $       -    $202,853
Intangible pension asset              106,509                   106,509
Other                                   1,070             -       1,070
                                     --------     -----------  --------
                                     $310,432     $       -    $310,432
                                     ========     ===========  ========
Total Intangible Assets              $409,710     $   (11,414) $398,296
                                     ========     ===========  ========

                                          As of December 31, 2003
                                     ----------------------------------
                                      Gross                       Net
                                     Carrying    Accumulated   Carrying
                                      Amount     Amortization   Amount
                                     --------    ------------  --------
Intangible assets subject to amortization:

Automotive                           $ 68,425     $    (5,664) $ 62,761
Industrial                             30,879          (3,577)   27,302
Steel                                     450            (112)      338
                                     --------     -----------  --------
                                     $ 99,754     $    (9,353) $ 90,401
                                     ========     ===========  ========

Intangible assets not subject to amortization:
Goodwill                             $173,099     $       -    $173,099
Intangible pension asset              106,518                   106,518
Other                                   1,074             -       1,074
                                     --------     -----------  --------
                                     $280,691     $       -    $280,691
                                     ========     ===========  ========
Total Intangible Assets              $380,445     $    (9,353) $371,092
                                     ========     ===========  ========


PART I. NOTES TO FINANCIAL STATEMENTS (Unaudited)                         15.
Continued

Note 10 - Goodwill and Other Intangible Assets (continued)

Amortization expense for intangible assets was approximately $2.1 million for
the three months ended March 31, 2004, and is estimated to be approximately
$8.4 million annually for the next five fiscal years.

Note 11 - Equity Investments

The balances related to investments accounted for under the equity method are
reported in other assets in the consolidated condensed balance sheets, which
were approximately $32.2 million and $34.0 million at March 31, 2004 and
December 31, 2003, respectively.

Equity investments are reviewed for impairment when circumstances (such as lower
than expected financial performance or change in strategic direction) indicate
that the net book value of the investment may not be recoverable.  If an
impairment does exist, the equity investment is written down to its fair value
with a corresponding charge to the statement of operations.

During 2000, the company's Steel Group invested in a joint venture, PEL, to
commercialize a proprietary technology that converts iron units into engineered
iron oxides for use in pigments, coatings and abrasives.  In the fourth quarter
of 2003, the company concluded its investment in PEL was impaired due to the
following indicators of impairment:  history of negative cash flow and losses;
2004 operating plan with continued losses and negative cash flow; and the
continued required support from the company or another party.  In the fourth
quarter of 2003, the company recorded a non-cash impairment loss of
$45.7 million.

The company has concluded that PEL is a variable interest entity and that the
company is the primary beneficiary.  In accordance with FASB Interpretation No.
46, "Consolidation of Variable Interest Entities, an interpretation of
Accounting Research Bulletin No. 51," (FIN 46), the company consolidated PEL
effective March 31, 2004.  The adoption of FIN 46 resulted in a charge,
representing the cumulative effect of change in accounting principle, of
$0.9 million, which is reported in other expense on the consolidated statement
of income.  Also, the adoption of FIN 46 increased the consolidated condensed
balance sheet as follows: current assets by $1.7 million; property, plant and
equipment by $11.3 million; short-term debt by $11.5 million; accounts payable
and other liabilities by $0.7 million; and other non-current liabilities by
$1.7 million. All of PEL's assets are collateral for its obligations.  Except
for PEL's indebtedness for which the company is a guarantor, PEL's creditors
have no recourse to the general credit of the company.


PART I. NOTES TO FINANCIAL STATEMENTS (Unaudited)                         16.
Continued

Note 12 - Retirement and Postretirement Benefit Plans

In December 2003, the FASB revised SFAS No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits."  The revised statement requires the
disclosure of the components of the net periodic benefit cost recognized during
interim periods.  The following table sets forth the net periodic benefit cost
for the company's retirement and postretirement benefit plans.

                                 Pension                   Postretirement
                            -------------------         --------------------
                             Three Months Ended          Three Months Ended
                              Mar 31    Mar 31            Mar 31    Mar 31
                               2004      2003              2004      2003
                            ---------  ---------         --------   --------
                                         (Thousands of dollars)
Service cost                 $ 10,689  $ 11,845          $  1,843    $ 1,691
Interest cost                  36,177    34,623            12,522     12,874
Expected return on
  plan assets                 (36,312)  (33,369)                -          -
Amortization of prior
  service cost                  3,912     4,627            (1,292)    (1,425)
Recognized net
  actuarial loss                7,644     4,799             4,288      3,749
Curtailment loss (gain)             -       140                 -       (454)
Amortization of
  transition asset                (27)     (144)                -          -
                            ---------  ---------         --------   --------

 Net periodic benefit cost   $ 22,083  $ 22,521          $ 17,361    $16,435
                            =========  =========         ========   ========

In January 2004, the FASB issued FASB Staff Position (FSP) 106-1, "Accounting
and Disclosure Requirements Related to the Medicare Prescription Drug,
Improvement and Modernization Act of 2003" (the Act).  The FASB is in the
process of amending the FSP by issuing proposed FSP 106-b.  The FSP is
effective for the first interim or annual period beginning after June 15, 2004.
The FSP provides guidance on the accounting for the effects of the Act for
employers that sponsor postretirement health care plans that provide
prescription drug benefits.  The company is currently evaluating the effects of
the Act on its existing postretirement health care plans and has not determined
the amount of any subsidy that may be available from the Act.  In addition, the
company has elected under the provisions of the FSP to defer the recognition of
any potential subsidy from the Act.  When the amended FSP is issued, previously
reported information may be required to change.


                                                                          17.
Management's Discussion and Analysis of Financial Condition and Results of
Operations

OVERVIEW
- ---------

Introduction:

The Timken Company is a leading global manufacturer of highly engineered
antifriction bearings and alloy steels and a provider of related products and
services.  Timken operates under three segments:  Automotive Group, Industrial
Group and Steel Group.

The Automotive and Industrial Groups design, manufacture and distribute a range
of bearings and related products and services.  Automotive Group customers
include original equipment manufacturers of passenger cars and trucks, ranging
from light- and medium-duty to heavy-duty trucks and their suppliers.
Industrial Group customers include both original equipment manufacturers and
distributors for agriculture, construction, mining, energy, mill, machine
tooling, aerospace, and rail applications.  Steel Group products include
different alloys in both solid and tubular sections as well as custom-made
steel products all for both automotive and industrial applications, including
bearings.

On February 18, 2003, Timken acquired The Torrington Company (Torrington), also
a leading bearing manufacturer, for approximately $840 million.  The strategic
acquisition strengthened Timken's market position among global bearing
manufacturers while expanding Timken's product line with complementary products
and services and offering significant cost savings opportunities for the
combined organization.

Financial Overview:

For the three months ended March 31, 2004, The Timken Company reported record
sales of approximately $1.1 billion, an increase of approximately 31 percent
from the first quarter of 2003, driven by the acquisition of Torrington on
February 18, 2003.  Sales were higher across all three business segments.  For
the three months ended March 31, 2004, earnings per diluted share were $0.32,
compared to $0.15 per diluted share for the first quarter of 2003.

Strong demand in North American light truck and medium/heavy truck sectors and
successful new platforms at Nissan and Ford launched in late 2003 benefited the
Automotive Group's net sales.  Automotive Group profitability was positively
impacted by stronger volume and manufacturing improvements.  In 2004, the
company anticipates a slight improvement, compared to last year, in North
American light vehicle production and continued strengthening in medium/heavy
truck production.  The company expects the Automotive Group's profitability to
continue to be better in 2004, compared to 2003.

Nearly all of the market segments served by the Industrial Group reported sales
increases over 2003 levels.  In addition to the increased sales volume, profit
for the Industrial Group benefited from integration and other cost reduction
initiatives.  The company expects a continued growing demand in global
industrial markets in 2004.  However, the company anticipates that distributors
will continue to reduce their inventory levels of Torrington branded products
during the remainder of 2004.


                                                                          18.
Management's Discussion and Analysis of Financial Condition and Results of
Operations (continued)

The increase in the Steel Group's net sales over last year was driven by both
increased demand and surcharges implemented to partially offset rising raw
material costs, including scrap steel and alloys.  First quarter of 2004 bar
shipments were at record levels and March 2004 saw a record high melt tonnage
in the company's alloy steel operations.  Even though the Steel Group's
profitability for the first quarter of 2004 was below the same period of 2003,
it was the first profitable quarter since the second quarter of 2003.   In
2004, the company expects raw material and energy costs to continue to be high,
compared to 2003.

THE STATEMENT OF OPERATIONS
- ----------------------------

Overview:

                                     1Q 2004      1Q 2003   $ Change   % Change
                                     -------      -------   --------   --------
(Dollars in millions, except earnings per share)
Net sales                           $1,098.8       $838.0     $260.8      31.1%
Net income                          $   28.5       $ 11.3     $ 17.2     152.2%
Earnings per share - diluted        $   0.32       $ 0.15     $ 0.17     113.3%
Average number of shares
  - diluted                       90,137,140   74,613,170          -      20.8%

Sales by Segment:
                                      1Q 2004   1Q 2003   $ Change    % Change
                                      -------   -------   ---------   --------
(Dollars in millions and exclude intersegment sales)
Automotive Group                     $  415.6    $298.1      $117.5      39.4%
Industrial Group                        410.3     305.0       105.3      34.5%
Steel Group                             272.9     234.9        38.0      16.2%
                                     --------   -------   ---------    -------
  Total company                      $1,098.8    $838.0      $260.8      31.1%
                                     ========   =======   =========    =======

The increases in net sales for both the Automotive and the Industrial Groups
were primarily the result of the Torrington acquisition.  The Automotive
Group's net sales further benefited from strong demand in North American light
truck and medium/heavy truck sectors and new product introductions, partially
offset by a decrease in passenger car production.  In addition to the effect of
the Torrington acquisition, the Industrial Group's net sales increased due to
stronger demand in most industrial market segments.  The increase in the Steel
Group's net sales resulted primarily from increased demand and surcharges
implemented to offset rising raw material costs.


                                                                          19.
Management's Discussion and Analysis of Financial Condition and Results of
Operations (continued)

Gross Profit:
                                      1Q 2004   1Q 2003   $ Change    % Change
                                      -------   -------   ---------   --------
(Dollars in millions)
Gross profit                           $202.5    $137.8       $64.7      47.0%
Gross profit % to net sales              18.4%     16.4%          -       2.0%
Integration charges included in
  cost of products sold                $  1.4    $  3.7       $(2.3)    (62.2)%

First quarter 2003 gross profit included a reclassification of $7.5 million from
cost of products sold to selling, administrative and general expenses for
Torrington engineering and research and development expenses to be consistent
with the company's cost classification methodology.  Gross profit for the
Automotive Group in the first quarter of 2004 was higher than the same period in
2003 due to:  the additional sales volume resulting from the Torrington
acquisition, market demand and new product introductions; reduced manufacturing
costs, primarily as a result of workforce reductions in excess of 750 positions
during the second half of 2003 and manufacturing savings from continuous
improvement programs; and integration cost savings.  In addition to the
increased sales volume from the Torrington acquisition, gross profit for the
Industrial Group benefited from integration and other cost reduction
initiatives.  Steel Group gross profit was negatively impacted by extremely high
costs for scrap steel, energy and alloys, which more than offset increased
sales, raw material surcharges passed on to customers, higher capacity
utilization and improved productivity.

In 2004, integration charges included in cost of products sold related primarily
to charges associated with the continued integration of Torrington.  In 2003,
the integration charges were due primarily to the one-time write-up of
inventories acquired in the Torrington acquisition, which is required by
purchase accounting rules.

Selling, Administrative and General Expenses:

                                      1Q 2004   1Q 2003   $ Change    % Change
                                      -------   -------   ---------   --------
(Dollars in millions)
Selling, administrative and
  general expenses                     $142.7    $112.8       $29.9      26.5%
Selling, administrative and
  general expenses % to net sales        13.0%     13.5%          -      (0.5)%
Integration charges included in
  selling, administrative and
  general expenses                     $  4.0    $  5.4       $(1.4)     (25.9)%

First quarter 2003 results included a reclassification of $7.5 million from cost
of products sold to selling, administrative and general expenses for Torrington
engineering and research and development expenses to be consistent with the
company's cost classification methodology.  Selling, administrative and general
expenses in 2004 increased primarily due to the Torrington acquisition.  The
decrease between periods in the percentage of selling, administrative and
general expenses to net sales was primarily the result of the company's
continued focus on controlling spending, lower integration charges and savings
resulting from the integration of Torrington.  The integration charges for both
the first quarter of 2004 and 2003 related to charges associated with the
integration of Torrington.


                                                                          20.
Management's Discussion and Analysis of Financial Condition and Results of
Operations (continued)

Impairment and Restructuring Charges:

                                      1Q 2004   1Q 2003   $ Change
                                      -------   -------   ---------
 (Dollars in millions)
Severance and related benefit costs      $0.7       $ 0       $0.7
                                      -------   -------   ---------
  Total                                  $0.7       $ 0       $0.7
                                      =======   =======   =========

In 2004, restructuring charges related primarily to severance and related
benefit costs for associates who exited the company as a result of the
integration of Torrington.

The company continues to evaluate the competitiveness of its operations and
may from time to time determine to close those operations that are not
competitive.  The company may incur charges associated with the closure of
such operations in future periods that may be material.

Interest Expense and Income:

                                      1Q 2004   1Q 2003   $ Change
                                      -------   -------   ---------
(Dollars in millions)
Interest expense                        $11.4     $10.2        $1.2
Interest income                         $ 0.2     $ 0.2        $  0

The increase in interest expense was due to the additional debt incurred
as a result of the Torrington acquisition on February 18, 2003 that was
outstanding for the entire first quarter of 2004.  Interest income was not
significant in either period.

Other Income and Expense:
                                      1Q 2004   1Q 2003   $ Change
                                      -------   -------   ---------
  (Dollars in millions)
CDSOA receipts, net of expenses        $  7.7     $   0      $  7.7
Other (expense) income, net              (9.7)      3.9       (13.6)
                                      -------   -------   ---------
  Total                                $ (2.0)    $ 3.9      $ (5.9)
                                      =======   =======   =========

U.S. Continued Dumping and Subsidy Offset Act (CDSOA) receipts are reported net
of applicable expenses.  CDSOA provides for distribution of monies collected by
U.S. Customs from antidumping cases to qualifying domestic producers where the
domestic producers have continued to invest in their technology, equipment and
people.  The amounts received in 2004 related to Torrington's bearing businesses
other than its tapered roller bearing business.  Pursuant to the terms of the
agreement under which the company purchased Torrington, Timken delivered to the
seller of Torrington 80% of the CDSOA payments received in 2004; the company
retained $7.7 million of the 2004 payment.  The company cannot predict whether
it will receive any additional payments under CDSOA in 2004 or, if so, in what
amount.  In September 2002, the World Trade Organization (WTO) ruled that such
payments violate international trade rules.  The U.S. Trade Representatives
appealed this ruling; however, the WTO upheld the ruling on January 16, 2003.


                                                                          21.
Management's Discussion and Analysis of Financial Condition and Results of
Operations (continued)

In 2004, other expense, net included losses from equity investments, foreign
currency exchange losses, losses on the disposal of assets, and the adoption of
FASB Interpretation No. 46, "Consolidation of Variable Interest Entities, an
interpretation of Accounting Research Bulletin No. 51" (FIN 46).  In 2003,
other income, net included a one-time gain of $5.4 million related to the sale
of property in the United Kingdom, losses from equity investments and foreign
currency exchange gains.

Income Tax Expense:

The effective tax rates were 38% and 40% for the quarters ended March 31, 2004
and 2003, respectively.  The effective tax rate for both periods exceeded the
U.S. statutory tax rate as a result of losses at certain foreign operations
that were not available to reduce overall tax expense and taxes paid to state
and local jurisdictions.

Business Segments:

The primary measurement used by management to measure the financial performance
of each Group is adjusted EBIT (earnings before interest and taxes, excluding
the effect of amounts related to certain items that management considers not
representative of ongoing operations such as impairment and restructuring,
integration costs, one-time gains or losses on sales of assets, allocated
receipts received or payments made under the CDSOA and other items similar in
nature).  Refer to Note 9 - Segment Information in the notes to the consolidated
condensed financial statements for the reconciliation of adjusted EBIT by Group
to consolidated income before income taxes.

  Automotive Group:

                                      1Q 2004   1Q 2003   $ Change    % Change
                                      -------   -------   ---------   --------
(Dollars in millions)
Net sales, including intersegment
  sales                                $415.6    $298.1      $117.5       39.4%
Adjusted EBIT                          $ 18.3    $  8.9      $ 9.4       105.6%
Adjusted EBIT margin                      4.4%      3.0%         -         1.4%

The Automotive Group includes sales of bearings and other products and services
(other than steel) to automotive original equipment manufacturers.  The increase
in sales between years was primarily the result of the acquisition of
Torrington.  Also, the Automotive Group's net sales increased as a result of
strong demand in North American light truck and medium/heavy truck sectors and
new product introductions, partially offset by a decrease in passenger car
production.  The Automotive Group's results in 2004 were positively impacted
by:  the additional sales volume resulting from the Torrington acquisition,
market demand and new product introductions; reduced manufacturing costs,
primarily as a result of the elimination of more than 750 positions during the
second half of 2003 and manufacturing savings from continuous improvement
programs in the first quarter of 2004; integration cost savings, especially in
purchasing; and lower costs incurred in the material conversion process, which
involves moving from internally-produced tubing to forgings that are produced
externally.  In 2004, the company anticipates a slight improvement in North


                                                                          22.
Management's Discussion and Analysis of Financial Condition and Results of
Operations (continued)

American light vehicle production and continued strengthening in medium/heavy
truck production, compared to last year.  The company expects the Automotive
Group's profitability to continue to be better in 2004, compared to 2003.

  Industrial Group:
                                      1Q 2004   1Q 2003   $ Change    % Change
                                      -------   -------   ---------   --------

(Dollars in millions)
Net sales, including intersegment
  sales                                $410.6    $305.2      $105.4      34.5%
Adjusted EBIT                          $ 35.8    $ 17.8      $ 18.0     101.1%
Adjusted EBIT margin                      8.7%      5.8%          -       2.9%

Sales by the Industrial Group include global sales of bearings and other
products and services (other than steel) to a diverse customer base, including:
industrial equipment; off-highway; rail; and aerospace and defense customers.
The Industrial Group also includes aftermarket distribution operations for
products other than steel.  The first quarter 2004 sales increase from the prior
period was primarily due to the acquisition of Torrington.  In addition to the
effect of the Torrington acquisition, the Industrial Group's net sales increased
as a result of stronger demand in most industrial market segments, especially
off-highway, rail and heavy industry, and favorable foreign currency exchange
rates. In addition to the increased sales volume from the Torrington
acquisition, gross profit for the Industrial Group increased due to integration
savings and other cost reduction initiatives.  The company expects continued
strengthening of demand in global industrial markets in 2004.  However, the
company anticipates that distributors will continue to reduce their inventory
levels of Torrington branded products during the remainder of 2004.

Steel Group:
                                      1Q 2004   1Q 2003   $ Change    % Change
                                      -------   -------   ---------   --------
(Dollars in millions)
Net sales, including intersegment
  sales                                $309.3    $275.8       $33.5      12.2%
Adjusted EBIT                          $  2.7    $  6.5       $(3.8)    (58.5)%
Adjusted EBIT margin                      0.9%      2.4%          -      (1.5)%

The increase in the Steel Group's net sales was due primarily to increased
demand from automotive and industrial customers and surcharges implemented to
offset rising raw material costs, partially offset by lower intersegment sales.
Steel Group gross profit was negatively impacted by extremely high costs for
scrap steel, energy and alloys, which more than offset increased sales, raw
material surcharges passed on to customers, higher capacity utilization and
improved productivity.  In 2004, the company expects raw material and energy
costs to continue to be high.


                                                                          23.
Management's Discussion and Analysis of Financial Condition and Results of
Operations (continued)

THE BALANCE SHEET
- -----------------

Total assets as shown on the Consolidated Condensed Balance Sheet at
March 31, 2004 increased by $135.8 million from December 31, 2003.  This
increase was due primarily to increased working capital required to
support higher sales.

Current Assets:

                                   03/31/04   12/31/03    $ Change    % Change
                                   --------   --------    --------    --------
(Dollars in millions)
Cash and cash equivalents         $    35.0   $   28.6      $  6.4        22.4%
Accounts receivable, net              691.2      602.3        88.9        14.8%
Deferred income taxes                  50.0       50.3        (0.3)       (0.6)%
Inventories                           718.2      695.9        22.3         3.2%
                                   --------   --------    --------    --------
  Total current assets             $1,494.4   $1,377.1      $117.3         8.5%
                                   ========   ========    ========    ========

Refer to the Consolidated Condensed Statement of Cash Flows for an explanation
of the increase in cash and cash equivalents.  The increase in accounts
receivable was due primarily to the timing of sales with higher sales in the
first quarter of 2004, compared to the fourth quarter of 2003.  The increase in
inventories was due primarily to higher Steel Group inventories.

Property, Plant and Equipment - Net:

                                   03/31/04   12/31/03    $ Change    % Change
                                   --------   --------    --------    ---------
(Dollars in millions)
Property, plant and equipment
  - cost                           $3,514.9   $3,501.6      $ 13.3         0.4%
Less: allowances for depreciation  (1,931.7)  (1,893.0)      (38.7)       (2.0)%
                                   --------   --------    --------    ---------
Property, plant and equipment
   - net                           $1,583.2   $1,608.6      $(25.4)       (1.6)%
                                   ========   ========    ========    =========

The decrease in property, plant and equipment - net was due primarily to
depreciation expense in excess of capital expenditures.

Other Assets:
                                   03/31/04   12/31/03    $ Change    % Change
                                   --------   --------    --------    ---------
(Dollars in millions)
Goodwill                             $202.9     $173.1       $29.8        17.2%
Other intangible assets               195.4      198.0        (2.6)       (1.3)%
Deferred income taxes                 149.3      148.8         0.5         0.3%
Other assets                          200.4      184.2        16.2         8.8%
                                   --------   --------    --------    ---------
  Total other assets                 $748.0     $704.1       $43.9         6.2%
                                   ========   ========    ========    =========


                                                                          24.
Management's Discussion and Analysis of Financial Condition and Results of
Operations (continued)

The increase in goodwill was due primarily to updates to the preliminary
purchase price allocation to reflect the finalization of plant rationalization
plans and integration activities for the Torrington acquisition.  Goodwill
resulting from the Torrington acquisition was $74.9 million at March 31, 2004,
compared to $47.0 million at December 31, 2003.

Current Liabilities:
                                   03/31/04   12/31/03    $ Change    % Change
                                   --------   --------    --------    ---------
(Dollars in millions)
Short-term debt                   $   188.1   $  121.2     $  66.9         55.2%
Accounts payable and other
  liabilities                         511.9      425.2        86.7         20.4%
Accrued expenses                      509.5      508.2         1.3          0.3%
                                   --------   --------    --------    ---------
  Total current liabilities        $1,209.5   $1,054.6     $ 154.9         14.7%
                                   ========   ========    ========    =========

The increase in short-term debt was due primarily to additional borrowings,
primarily under the company's asset securitization facility, and the adoption of
FIN 46.  Refer to Note 11 - Equity Investments in the notes to the consolidated
condensed financial statements for additional discussion.  The increase in
accounts payable and other liabilities was due primarily to an increase in trade
accounts payable resulting from increased volume and additional accrued expenses
recorded as part of the Torrington purchase price allocation to reflect the
finalization of plant rationalization plans and integration activities.

Non-Current Liabilities:
                                   03/31/04   12/31/03    $ Change    % Change
                                   --------   --------    --------    ---------
(Dollars in millions)
Long-term debt                    $   624.1  $   613.4      $ 10.7         1.7%
Accrued pension cost                  368.6      424.4       (55.8)      (13.1)%
Accrued postretirement benefits
  cost                                482.0      477.0         5.0         1.0%
Other non-current liabilities          34.4       30.8         3.6        11.7%
                                   --------   --------    --------    ---------
  Total non-current liabilities    $1,509.1   $1,545.6      $(36.5)       (2.4)%
                                   ========   ========    ========    =========

The decrease in accrued pension cost was due primarily to contributions to the
company's U.S.-based pension plans of $62.5 million.

Shareholders' Equity:
                                   03/31/04   12/31/03    $ Change    % Change
                                   --------   --------    --------    ---------
(Dollars in millions)
Common stock                      $   693.1  $   689.2      $  3.9         0.6%
Earnings invested in the business     775.7      758.8        16.9         2.2%
Accumulated other comprehensive
  loss                               (361.8)    (358.4)       (3.4)       (0.9)%
                                   --------   --------    --------    ---------
  Total shareholders' equity       $1,107.0   $1,089.6       $17.4          1.6%
                                   ========   ========    ========    =========


                                                                          25.
Management's Discussion and Analysis of Financial Condition and Results of
Operations (continued)

Earnings invested in the business were increased by net income of $28.5 million,
partially offset by dividends declared of $11.6 million.

CASH FLOWS
- -----------
                                  1Q 2004     1Q 2003     $ Change
                                 --------     -------    ---------
(Dollars in millions)
Net cash (used) provided by
  operating activities             $(23.7)    $  10.3      $ (34.0)
Net cash used by investing
  activities                        (28.1)     (734.1)       706.0
Net cash provided by
  financing activities               56.2       684.4       (628.2)
Effect of exchange rate
  changes on cash                     2.0         0.6          1.4
                                 --------     -------    ---------
Increase (decrease) in
  cash and cash equivalents        $  6.4     $ (38.8)           -
                                 ========     =======    =========

The change in net cash (used) provided by operating activities was a use of
cash of $34.0 million.  This decrease was primarily the result of higher cash
contributions to the company's U.S.-based pension plans in 2004 of
$62.5 million, compared to $15.0 million in 2003.  Net cash used by operating
activities was also negatively impacted by cash used from changes in operating
assets and liabilities of $47.7 million in 2004, compared to $20.2 million in
2003, which is primarily the result of increased sales volume and a
$28.6 million tax payment made in the first quarter of 2004 related to the sale
of the company's interest in the NTC joint venture in 2003.  The cash flow
impact of the increased U.S.-based pension plan contributions and the changes
in operating assets and liabilities was partially offset by higher net income
adjusted for non-cash items equaling $86.5 million in 2004 as compared to
$45.5 million of similar non-cash items in 2003.  The non-cash items include
depreciation and amortization expense, gain or loss on disposals of property,
plant and equipment, deferred income tax provision, and common stock issued in
lieu of cash to employee benefit plans.

The decrease in net cash used by investing activities was the result of the
cash portion of the Torrington acquisition of $719.0 million in 2003, partially
offset by higher proceeds received in 2003 from sales of non-strategic assets
in the first quarter of 2003.

Net cash provided by financing activities decreased due primarily to the
additional debt incurred and common stock issued in connection with the
Torrington acquisition in 2003 of $700 million, partially offset by net
borrowings of $67.7 million in 2004.  In 2004, the company expects its pension
contributions and capital expenditures to be similar to 2003 levels.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

The total-debt-to-total-capital ratio was 42.3% at March 31, 2004, compared to
40.3% at December 31, 2003.  Total debt was $812.3 million at March 31, 2004,
compared to $734.6 million at December 31, 2003.  The company expects that any


                                                                          26.
Management's Discussion and Analysis of Financial Condition and Results of
Operations (continued)

cash requirements in excess of cash generated from operating activities will be
met by the availability under the accounts receivable securitization facility
and the senior credit facility.  At March 31, 2004, the company had outstanding
letters of credit totaling $68.1 million and borrowings of $11.7 million under
the $500 million senior credit facility, which reduced the availability under
that facility to $420.2 million.  Also, at March 31, 2004, the company had
outstanding borrowings of $38.0 million under the $125 million accounts
receivable securitization facility, which reduced the availability under that
facility to $87.0 million.  The company believes it has sufficient liquidity to
meet its short-term and long-term obligations.

Under its $500 million senior credit facility, the company has three financial
covenants: a consolidated net worth level; a leverage ratio; and a fixed charge
coverage ratio.  These financial covenants became effective for the quarter
ending on June 30, 2003.  At March 31, 2004, the company was in compliance with
the covenants under its senior credit facility and its other debt agreements.

In September 2003, Standard & Poor's Ratings Services placed the company's BBB-
corporate credit and its other ratings on the company on CreditWatch with
negative implications.  In January 2004, Standard & Poor's Rating Services
reaffirmed its BBB- rating and removed the company from CreditWatch.  In
October 2003, Moody's Investors Services lowered its rating of the company's
debt from Baa3 to Ba1.  The ratings apply to the company's senior unsecured debt
and senior implied and senior unsecured issuer ratings.  The impact of the
lowered ratings by Moody's on the company's earnings has been minimal, with only
a slight increase in the cost of the company's senior credit facility.

The company's contractual debt obligations and contractual commitments
outstanding as of March 31, 2004 are as follows:

                            Payments Due by Period  (in millions)
                          Total   Less than       1-3      3-5    More than
                                    1 Year       Years    Years    5 Years
                         ------   ---------    -------   ------   ----------
Contractual Obligations:
Long-term debt           $630.9      $  6.8     $ 98.0    $37.5       $488.6
Short-term debt          $181.3      $181.3          0        0            0
Operating Leases         $ 77.1      $ 15.5     $ 23.2    $14.5       $ 23.9
Supply Agreement         $ 12.1      $  6.0     $  6.1        0            0
                         ------   ---------    -------   ------   ----------
  Total                  $901.4      $209.6     $127.3    $52.0       $512.5
                         ======   =========    =======   ======   ==========

The company's capital lease obligations are immaterial.  The company is also
the guarantor of $27.0 million in debt for PEL.  During 2003, the company
recorded the aggregate amount outstanding at December 31, 2003 on the debt
underlying these guarantees of $26.5 million, which is reported as short-term
debt on the consolidated condensed balance sheet, and included in the schedule
of contractual obligations above.  Additionally, the company guarantees an
operating lease of a subsidiary's warehouse facility, which had future rental
commitments of $15.6 million at March 31, 2004.  In connection with the sale of
the company's Ashland tooling plant in 2002, the company entered into a
$25.9 million four-year supply agreement, which expires on June 30, 2006,
pursuant to which the company purchases tooling.


                                                                          27.
Management's Discussion and Analysis of Financial Condition and Results of
Operations (continued)

During the first three months of 2004, the company did not purchase any shares
of its common stock as authorized under the company's 2000 common stock
purchase plan.  This plan authorizes the company to buy in the open market or
in privately negotiated transactions up to four million shares of common stock,
which are to be held as treasury shares and used for specified purposes.  The
company may exercise this authorization until December 31, 2006.  The company
does not expect to be active in repurchasing shares under this plan in the
near-term.

The company does not have any off-balance sheet arrangements with unconsolidated
entities or other persons.

OTHER INFORMATION
- ------------------

Foreign Currency:

Assets and liabilities of subsidiaries, other than Timken Romania, which is
considered to operate in a highly inflationary economy, are translated at the
rate of exchange in effect on the balance sheet date; income and expenses are
translated at the average rates of exchange prevailing during the quarter.

Related translation adjustments are reflected as a separate component of
accumulated other comprehensive loss.  Foreign currency gains and losses
resulting from transactions and the translation of financial statements of
subsidiaries in highly inflationary countries are included in the consolidated
results of operations.

Foreign currency exchange losses included in the company's operating results for
the three months ended March 31, 2004 totaled $0.6 million, compared to
$0.4 million during the three months ended March 31, 2003.  For the three months
ended March 31, 2004, the company recorded a negative non-cash foreign currency
translation adjustment of $4.6 million that decreased shareholders' equity,
compared to a positive non-cash foreign currency translation adjustment of
$9.1 million that increased shareholders' equity in the three months ended
March 31, 2003.  The three months ended March 31, 2004 was negatively impacted
by the effect of currency exchange rates, primarily the weakening of the Euro
relative to the U.S. Dollar, compared to December 31, 2003.

Recent Accounting Pronouncements:

In January 2004, the FASB issued FASB Staff Position (FSP) 106-1, "Accounting
and Disclosure Requirements Related to the Medicare Prescription Drug,
Improvement and Modernization Act of 2003" (the Act).  The FASB is in the
process of amending the FSP by issuing proposed FSP 106-b.  The FSP is
effective for the first interim or annual period beginning after June 15, 2004.
The FSP provides guidance on the accounting for the effects of the Act for
employers that sponsor postretirement health care plans that provide
prescription drug benefits.  The company is currently evaluating the effects of
the Act on its existing postretirement health care plans and has not determined
the amount of any subsidy that may be available from the Act.  In addition, the
company has elected under the provisions of the FSP to defer the recognition of
any potential subsidy from the Act.


                                                                          28.
Management's Discussion and Analysis of Financial Condition and Results of
Operations (continued)

Critical Accounting Policies and Estimates:

The company's financial statements are prepared in accordance with accounting
principles generally accepted in the United States.  The preparation of these
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the periods presented.  The company reviews its critical accounting policies
throughout the year.  The company has concluded that there have been no changes
to its critical accounting policies or estimates, as described in its Annual
Report on Form 10-K for the year ended December 31, 2003, during the three
months ended March 31, 2004.

Other:

On April 20, 2004, the company's board of directors declared a quarterly cash
dividend of $0.13 per share, payable on June 2, 2004 to shareholders of record
as of May 21, 2004.  This will be the 328th consecutive dividend paid on the
common stock of the company.

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

a)  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.

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


                                                                          29.
Management's Discussion and Analysis of Financial Condition and Results of
Operations (continued)

    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 effects of
    impairment and restructuring charges associated with such programs; the
    ability of acquired companies to achieve satisfactory operating results; and
    the company's ability to maintain appropriate relations with unions that
    represent company associates in certain locations in order to avoid
    disruptions of business.

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 included Prospectus Supplement dated
    February 12, 2003 relating to the offering of the company's 5.75% notes due
    2010; 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; in the
    company's Annual Report on Form 10-K for the year ended December 31, 2003;
    or in the company's Annual Report.

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.


                                                                          30.
Management's Discussion and Analysis of Financial Condition and Results of
Operations (continued)

Reconciliation of Total Debt and the Ratio of Total Debt to Total Capital:

        Total debt:

                                      3/31/04      12/31/03
                                     --------     ---------
(Dollars in millions)
Short-term debt                        $188.1        $121.2
Long-term debt                          624.2         613.4
                                     --------     ---------
   Total debt                          $812.3        $734.6
                                     ========     =========

        Ratio of total debt to total capital:

                                         3/31/04      12/31/03
                                        --------     ---------
(Dollars in millions)
Total debt                             $   812.3     $   734.6
Shareholders' equity                     1,107.0       1,089.7
                                        --------     ---------
   Total capital                       $ 1,919.3     $ 1,824.3
                                        ========     =========

Ratio of total debt to total capital        42.3%         40.3%
                                        ========     =========


                                                                         31.
Item 3.  Quantitative and Qualitative Disclosures about Market Risk

          Refer to information appearing under the caption "Management's
          Discussion and Analysis of Financial Condition and Results of
          Operations" on pages 17-30 of this Form 10-Q.  Furthermore, a
          discussion of market risk exposures is included in Part II,
          Item 7A, "Quantitative and Qualitative Disclosure about Market
          Risk," of the Company's 2003 Annual Report on Form 10-K.  There
          have been no material changes in reported market risk since the
          inclusion of this discussion in the Company's 2003 Annual Report
          on Form 10-K referenced above.

Item 4.  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 has
          materially affected, or is reasonably likely to materially affect,
          the Company's internal control over financial reporting during the
          Company's most recent fiscal quarter.


                                                                          32.
Part II.  OTHER INFORMATION

Item 1.  Legal Proceedings

          The company is normally involved in various claims and legal actions
          arising in the ordinary course of its business.  In the opinion of
          management, the ultimate disposition 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

          At the 2004 Annual Meeting of Shareholders of The Timken Company held
          on April 20, 2004, the shareholders of the company elected the five
          individuals set forth below as Directors in Class I to serve a term of
          three years expiring at the Annual Meeting in 2007 (or until their
          respective successors are elected and qualified).

                                               Affirmative      Withheld
                                              -------------    ----------
          James W. Griffith                     82,015,917      2,318,338
          Jerry J. Jasinowski                   82,898,248      1,436,007
          John A. Luke, Jr.                     83,020,579      1,313,676
          Frank C. Sullivan                     80,767,071      3,567,184
          Ward J. Timken                        79,754,354      4,579,901

         Shareholders approved The Timken Company Long-Term Incentive Plan,
         as amended and restated as of February 6, 2004.

          Affirmative       Negative       Abstain        Broker Non-Votes
         ------------      ----------     ---------      ------------------
           55,653,837      20,623,687     2,007,878              6,048,853

Item 6.  Exhibits and Reports on Form 8-K

         (a)   Exhibits

               11    Computation of Per Share Earnings

               12    Computation of Ratio of Earnings to Fixed Charges

               31.1  Certification of James W. Griffith, President and Chief
                     Executive Officer of The Timken Company, pursuant to
                     Section 302 of the Sarbanes-Oxley Act of 2002.

               31.2  Certification of Glenn A. Eisenberg, Executive Vice
                     President-Finance and Administration (principal financial
                     officer) of The Timken Company, pursuant to Section 302 of
                     the Sarbanes-Oxley Act of 2002.


                                                                           33.

               32    Certifications of James W. Griffith, President and Chief
                     Executive Officer, and Glenn A. Eisenberg, Executive Vice
                     President-Finance and Administration (principal financial
                     officer) of The Timken Company, pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002.

         (b)   Reports on Form 8-K:

               On May 5, 2004, the company furnished a Form 8-K regarding
               Regulation FD Disclosure, which contained a statement announcing
               that the company detected a low level of radioactive material at
               its Faircrest steel plant.

               On April 22, 2004, the company furnished a Form 8-K regarding
               Results of Operations and Financial Condition, which contained
               a press release announcing the company's first quarter of 2004
               results.

               On April 20, 2004, the company furnished a Form 8-K regarding
               Regulation FD Disclosure, which contained the presentation that
               its President and CEO made at the Annual Meeting of Shareholders.

               On March 31, 2004, the company furnished a Form 8-K regarding
               Regulation FD Disclosure, which contained a press release
               announcing that the company raised its earnings outlook for
               both the first quarter and full year of 2004.

               On January 22, 2004, the company furnished a Form 8-K regarding
               Results of Operations and Financial Condition, which contained
               a press release announcing the company's fourth quarter and full
               year of 2003 results.


                                                                           34.

                            SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                         The Timken Company
                                  _______________________________

Date      May 10, 2004             BY  /s/  James W. Griffith
      ________________________    _______________________________
                                   James W. Griffith
                                   President and Chief Executive Officer,
                                   and Director

Date      May 10, 2004             BY  /s/  Glenn A. Eisenberg
      ________________________    _______________________________
                                   Glenn A. Eisenberg
                                   Executive Vice President - Finance and
                                   Administration (Principal Financial Officer)

EX-11

Exhibit 11 - COMPUTATION OF PER SHARE EARNINGS
(Thousands of dollars, except per share data)

                                         Three Months Ended March 31
                                              2004          2003
                                         ------------   ------------

BASIC
Average shares outstanding                 89,265,382     74,444,132
Net income                                    $28,470        $11,339

     Per share amount                           $0.32         $ 0.15
                                                =====          =====

DILUTED
Average shares outstanding                 89,265,382     74,444,132

Effect of dilutive securities based on the
  treasury stock method using the average
  market price if higher than the exercise
  price                                       871,758        169,038
                                           ----------     ----------
                                           90,137,140     74,613,170
Net income                                    $28,470        $11,339

     Per share amount                           $0.32         $ 0.15
                                                =====          =====

The antidilutive stock options outstanding were 2,423,368 and 4,850,365
at March 31, 2004 and 2003, respectively.

EX-12

                                  EXHIBIT 12

               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                                       Three Months Ended
                                       Mar. 31    Mar. 31
                                        2004       2003
                                      --------   --------
               Thousands of Dollars, except ratio amounts)
Income before income taxes            $ 45,920   $ 18,898
Share of undistributed losses from
  50%-or-less-owned affiliates,
  excluding affiliates with
  guaranteed debt                        1,781        350
Amortization of capitalized interest       337        699
Interest expense                        11,391     10,161
Interest portion of rental expense         225        314
                                      --------   --------
Earnings                              $ 59,654   $ 30,422
                                      ========   ========

Interest                              $ 11,505   $  9,834
Interest portion of rental expense         225        314
Interest expense relating to
  guaranteed debt of 50%-or-less-
  owned affiliates                         106        126
                                      --------   --------
Fixed Charges                         $ 11,836   $ 10,274
                                      ========   ========

Ratio of Earnings to Fixed Charges        5.04       2.96
                                      ========   ========

EX-31.1

                                  EXHIBIT 31.1

                PRINCIPAL EXECUTIVE OFFICER'S CERTIFICATIONS
          PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James W. Griffith, certify that:

1.  I have reviewed this Form 10-Q of The Timken Company;

2.  Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

    a)  Designed such disclosure controls and procedures, or caused such
    disclosure controls and procedures to be designed under our supervision,
    to ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by others
    within those entities, particularly during the period in which this
    report is being prepared;

    b)  Evaluated the effectiveness of the registrant's disclosure controls and
    procedures and presented in this report our conclusions about the
    effectiveness of the disclosure controls and procedures, as of the end of
    the period covered by this report based on such evaluation; and

    c)  Disclosed in this report any change in the registrant's internal control
    over financial reporting that occurred during the registrant's most recent
    fiscal quarter (the registrant's fourth fiscal quarter in the case of an
    annual report) that has materially affected, or is reasonably likely to
    materially affect, the registrant's internal control over financial
    reporting: and

5.  The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

    a)  All significant deficiencies and material weaknesses in the design or
    operation of internal control over financial reporting which are reasonably
    likely to adversely affect the registrant's ability to record, process,
    summarize and report financial information; and

    b)  Any fraud, whether or not material, that involves management or other
    employees who have a significant role in the registrant's internal
    control over financial reporting.

    Date:  May 10, 2004                  BY   /s/   James W. Griffith
                                        ______________________________________
                                        James W. Griffith,
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)

EX-31.2

                                 EXHIBIT 31.2

               PRINCIPAL FINANCIAL OFFICER'S CERTIFICATIONS
           PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Glenn A. Eisenberg, certify that:

1.  I have reviewed this Form 10-Q of The Timken Company;

2.  Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

    a)  Designed such disclosure controls and procedures, or caused such
    disclosure controls and procedures to be designed under our supervision,
    to ensure that material information relating to the registrant,
    including its consolidated subsidiaries, is made known to us by others
    within those entities, particularly during the period in which this
    report is being prepared;

    b)  Evaluated the effectiveness of the registrant's disclosure controls and
    procedures and presented in this report our conclusions about the
    effectiveness of the disclosure controls and procedures, as of the end of
    the period covered by this report based on such evaluation; and

    c)  Disclosed in this report any change in the registrant's internal control
    over financial reporting that occurred during the registrant's most recent
    fiscal quarter (the registrant's fourth fiscal quarter in the case of an
    annual report) that has materially affected, or is reasonably likely to
    materially affect, the registrant's internal control over financial
    reporting: and

5.  The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

    a)  All significant deficiencies and material weaknesses in the design or
    operation of internal control over financial reporting which are reasonably
    likely to adversely affect the registrant's ability to record, process,
    summarize and report financial information; and

    b)  Any fraud, whether or not material, that involves management or other
    employees who have a significant role in the registrant's internal
    control over financial reporting.

    Date:  May 10, 2004               BY   /s/  Glenn A. Eisenberg
                                    ______________________________________
                                    Glenn A. Eisenberg
                                    Executive Vice President - Finance and
                                    Administration (Principal Financial Officer)

EX-32

                                  Exhibit 32

                          CERTIFICATION PURSUANT TO
                           18 U.S.C. SECTION 1350,
                           AS ADOPTED PURSUANT TO
                SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of The Timken Company
(the "Company") on Form 10-Q for the period ended March 31, 2004, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
each of the undersigned officers of the Company certifies, pursuant to
18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002,
that, to such officer's knowledge:

     (1)  The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company as of the dates and for the periods expressed in the
          Report.

                                              BY  /s/  James W. Griffith
Date: May 10, 2004                          ______________________________
                                             Name: James W. Griffith
                                             Title:  President and Chief
                                                       Executive Officer

                                              BY  /s/  Glenn A. Eisenberg
                                             ______________________________
                                             Name: Glenn A. Eisenberg
                                             Title: Executive Vice President
                                                  - Finance and Administration

     The foregoing certification is being furnished solely pursuant to 18 U.S.C.
1350 and is not being filed as part of the Report or as a separate disclosure
document.