
                               EXHIBIT 10.15

                             THE TIMKEN COMPANY

                      Nonqualified Stock Option Agreement

          WHEREAS, <<NAME>> (the "Optionee") is an employee of The Timken
   Company (the "Company");

          WHEREAS, the execution of a stock option agreement in the form
   hereof has been authorized by a resolution of the Compensation Committee
   (the "Committee") of the Board of Directors (the "Board") of the Company
   that was duly adopted on November 18, 1998 (the "Date of Grant"), and is
   incorporated herein by this reference; and

          WHEREAS, the option granted hereby is intended to be a
   nonqualified stock option and shall not be treated as an "incentive
   stock option" within the meaning of that term under Section 422 of the
   Internal Revenue Code of 1986;

          NOW, THEREFORE, pursuant to the Company's Long-Term Incentive
   Plan (as Amended and Restated as of December 20, 1995) (the "Plan") and
   subject to the terms and conditions thereof and the terms and conditions
   hereinafter set forth, the Company hereby grants to the Optionee a
   nonqualified stock option (the "Option") to purchase <<SHARES>> shares
   of the Company's common stock without par value (the "Common Shares")
   at the exercise price of nineteen and seven-sixteenths dollars ($19.4375)
   per Common Share (the "Exercise Price").

          1.   Vesting of Option.

               (a)    Unless terminated as hereinafter provided, the Option
   shall be exercisable to the extent of one hundred percent (100%) of the
   Common Shares covered by the Option after the Optionee shall have been
   in the continuous employ of the Company or a subsidiary for eighteen
   (18) months from the Date of Grant.  For the purposes of this agreement:
   "subsidiary" shall mean a corporation, partnership, joint venture,
   unincorporated association or other entity in which the Company has
   a direct or indirect ownership or other equity interest; the continuous
   employment of the Optionee with the Company or a subsidiary shall not
   be deemed to have been interrupted, and the Optionee shall not be deemed
   to have ceased to be an employee of the Company or a subsidiary, by
   reason of the transfer of his employment among the Company and its
   subsidiaries.

               (b)    Notwithstanding the provisions of Section 1(a)
   hereof, the Option shall become immediately exercisable in full upon
   any change in control of the Company that shall occur while the
   Optionee is an employee of the Company or a subsidiary.  For the
   purposes of this agreement, the term "change in control" shall mean
   the occurrence of any of the following events:

                      (i)    all or substantially all of the assets of
   the Company are sold or transferred to another corporation or entity,
<PAGE>
   or the Company is merged, consolidated or reorganized into or with
   another corporation or entity, with the result that upon conclusion of
   the transaction less than fifty-one percent (51%) of the outstanding
   securities entitled to vote generally in the election of directors or
   other capital interests of the acquiring corporation or entity is owned,
   directly or indirectly, by the shareholders of the Company generally
   prior to the transaction; or

                      (ii)   there is a report filed on Schedule 13D or
   Schedule 14D-1 (or any successor schedule, form or report thereto),
   as promulgated pursuant to the Securities Exchange Act of 1934
   (the "Exchange Act"), disclosing that any person (as the term "person"
   is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act)
   has become the beneficial owner (as the term "beneficial owner" is
   defined under Rule 13d-3 or any successor rule or regulation thereto
   under the Exchange Act) of securities representing thirty percent (30%)
   or more of the combined voting power of the then-outstanding voting
   securities of the Company; or

                      (iii)  the Company shall file a report or proxy
   statement with the Securities and Exchange Commission (the "SEC")
   pursuant to the Exchange Act disclosing in response to Item 1 of Form
   8-K thereunder or Item 5(f) of Schedule 14A thereunder (or any
   successor schedule, form, report or item thereto) that a change in
   control of the Company has or may have occurred, or will or may occur
   in the future, pursuant to any then-existing contract or transaction;
   or

                      (iv)   the individuals who constituted the Board at
   the beginning of any period of two consecutive calendar years cease
   for any reason to constitute at least a majority thereof unless the
   nomination for election by the Company's shareholders of each new
   member of the Board was approved by a vote of at least two-thirds of
   the members of the Board still in office who were members of the Board
   at the beginning of any such period.

          In the event that any person described in Section 1(b)(ii) hereof
   files an amendment to any report referred to in Section 1(b)(ii) hereof
   that shows the beneficial ownership described in Section 1(b)(ii) hereof
   to have decreased to less than thirty percent (30%), or in the event that
   any anticipated change in control referred to in Section 1(b)(iii)
   hereof does not occur following the filing with the SEC of any report
   or proxy statement described in Section 1(b)(iii) hereof because any
   contract or transaction referred to in Section 1(b)(iii) hereof is
   canceled or abandoned, the Committee may nullify the effect of Section
   1(b)(ii) or 1(b)(iii) hereof, as the case may be, and reinstate the
   provisions of Section 1(a) hereby by giving notice thereof to the
   Optionee; provided, however, that any such action by the Committee
   shall not prejudice any exercise of the Option that may have occurred
   prior to the nullification and reinstatement.  The provisions of Section
   1(b)(ii) hereof shall again become automatically effective following
   any such nullification of the provisions thereof and reinstatement of
   the provisions of Section 1(a) hereof in the event that any person
   described in Section 1(b)(ii) hereof files a further amendment to any
   report referred to in Section 1(b)(ii) hereof that shows the beneficial
<PAGE>
   ownership described in Section 1(b)(ii) hereto to have again increased
   to thirty percent (30%) or more.

               (c)    Notwithstanding the provisions of Section 1(a) hereof,
   the Option shall become immediately exercisable in full if the Optionee
   should die or become permanently disabled (within the meaning of the
   Company's long-term disability plan) while in the employ of the Company
   or any subsidiary.

               (d)    To the extent that the Option shall have become
   exercisable in accordance with the terms of this agreement, it may be
   exercised in whole or part from time to time thereafter.

          2.   Termination of Option.  The Option shall terminate
   automatically and without further notice on the earliest of the
   following dates:

               (a)    thirty (30) days after the date upon which the
   Optionee ceases to be an employee of the Company or a subsidiary,
   unless the cessation of his employment (i) is a result of his death,
   disability or retirement with the Company's consent or (ii) follows
   a change in control;

               (b)    five (5) years after the date upon which the Optionee
   ceases to be an employee of the Company or subsidiary (i) as a result of
   his disability, (ii) as a result of his retirement with the Company's
   consent, unless he is also a director of the Company who continues to
   serve as such following his retirement with the Company's consent, or
   (iii) following a change in control, unless the cessation of his
   employment following a change in control is a result of his death;

               (c)    one (1) year after the date upon which the Optionee
   ceases to be a director of the Company, but not less than five (5)
   years after the date upon which he ceases to be an employee of the
   Company or a subsidiary, if (i) the cessation of his employment is a
   result of his retirement with the Company's consent and (ii) he
   continues to serve as a director of the Company following the cessation
   of his employment;

               (d)    one (1) year after the date of the Optionee's death
   regardless of whether he ceases to be an employee of the Company or a
   subsidiary prior to his death (i) as a result of his disability or
   retirement with the Company's consent or (ii) following a change in
   control; or

               (e)    ten (10) years after the Date of Grant.

          For purposes of this agreement:  "retirement with the Company's
   consent" shall mean the retirement of the Optionee prior to age 62, if
   the Board or the Committee determines that his retirement is for the
   convenience of the Company or a subsidiary, or the retirement of the
   Optionee at or after age 62 under a retirement plan of the Company or
   a subsidiary; "disability" shall mean that the Optionee has qualified
<PAGE>
   for disability benefits under the Company's Long-Term Disability
   Program or any successor disability plan or program of the Company.

          In the event that the Optionee shall intentionally commit an act
   that the Committee determines to be materially adverse to the interests
   of the Company or a subsidiary, the Option shall terminate at the time
   of that determination notwithstanding any other provision of this
   agreement.

          3.   Payment of Exercise Price.  The Exercise Price shall be
   payable (a) in cash in the form of currency or check or other cash
   equivalent acceptable to the Company, (b) by transfer to the Company
   of nonforfeitable, unrestricted Common Shares that have been owned by
   the Optionee for at least six months prior to the date of exercise or
   (c) by any combination of the methods of payment described in Sections
   3(a) and 3(b) hereof.  Nonforfeitable, unrestricted Common Shares that
   are transferred by the Optionee in payment of all or any part of the
   Exercise Price shall be valued on the basis of their fair market value
   as determined by the Committee from time to time.  Subject to the terms
   and conditions of Section 4 hereof, and subject to any deferral election
   the Optionee may have made pursuant to any plan or program of the
   Company, the Company shall cause certificates for any shares purchased
   hereunder to be delivered to the Optionee upon payment of the Exercise
   Price in full.

          4.   Compliance with Law.  The Company shall make reasonable
   efforts to comply with all applicable federal and state securities
   laws; provided, however, notwithstanding any other provision of this
   agreement, the Option shall not be exercisable if the exercise thereof
   would result in a violation of any such law.

          5.   Transferability and Exercisability.

               (a)    Except as provided in Section 5(b) below, neither
   the Option nor any interest therein shall be transferable by the
   Optionee except by will or the laws of descent and distribution, and
   the Option shall be exercisable during the lifetime of the Optionee
   only by him or, in the event of his legal incapacity to do so, by his
   guardian or legal representative acting on behalf of the Optionee in
   a fiduciary capacity under state law and court supervision.

               (b)    Notwithstanding Section 5(a) above, the Option, or
   any interest therein, may be transferable by the Optionee, without
   payment of consideration therefor, to any one or more members of the
   immediate family of Optionee (as defined in Rule 16a-1(e) under the
   Exchange Act), or to one or more trusts established solely for the
   benefit of such members of the immediate family or to partnerships in
   which the only partners are such members of the immediate family of
   the Optionee; provided, however, that such transfer will not be
   effective until notice of such transfer is delivered to the Company;
   and provided, further, however, that any such transferee is subject
   to the same terms and conditions hereunder as the Optionee.

          6.   Adjustments.  The Committee shall make any adjustments in
   the Exercise Price and the number or kind of shares of stock or other
   securities covered by the Option that the Committee may determine to
<PAGE>
   be equitably required to prevent any dilution or expansion of the
   Optionee's rights under this agreement that otherwise would result
   from any (a) stock dividend, stock split, combination of shares,
   recapitalization or other change in the capital structure of the
   Company, (b) merger, consolidation, separation, reorganization or
   partial or complete liquidation involving the Company or (c) other
   transaction or event having any effect similar to any of those referred
   to in Section 8(a) or 8(b) hereof.  Furthermore, in the event that any
   transaction or event described or referred to in the immediately
   preceding sentence shall occur, the Committee may provide in
   substitution of any or all of the Optionee's rights under this
   agreement such alternative consideration as the Committee may
   determine in good faith to be equitable under the circumstances.

          7.   Withholding Taxes.  If the Company shall be required to
   withhold any federal, state, local or foreign tax in connection with
   any exercise of the Option, the Optionee shall pay the tax or make
   provisions that are satisfactory to the Company for the payment thereof.
   The Optionee may elect to satisfy all or any part of any such
   withholding obligation by surrendering to the Company a portion of
   the Common Shares that are issuable to the Optionee upon the exercise
   of the Option.  If such election is made, the shares so surrendered
   by the Optionee shall be credited against any such withholding
   obligation at their fair market value (as determined by the Committee
   from time to time) on the date of such surrender.

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

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

          10.  Amendments.  Any amendment to the Plan shall be deemed to
   be an amendment to this agreement to the extent that the amendment is
   applicable hereto; provided, however, that no amendment shall adversely
   affect the rights of the Optionee with respect to the Option without
   the Optionee's consent.

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

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

          This agreement is executed by the Company on this 18th day of
   November, 1998.

                                         THE TIMKEN COMPANY



                                       By: ________________________________
                                       Stephen A. Perry
                                       Senior Vice President
                                       Human Resources, Purchasing &
                                       Communications






<PAGE>

The undersigned Optionee hereby acknowledges receipt of an executed
original of this agreement and accepts the Option granted hereunder and
the right to receive Deferred Dividend Shares with respect to the Common
Shares covered thereby, subject to the terms and conditions of the Plan
and the terms and conditions hereinabove set forth.



                                       _____________________________________
                                       Optionee

                                       Date:  ______________________________


