
                                                                       1
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                                     FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

For the Fiscal Year Ended                     Commission File Number 1-1169
December 31, 1998
                               THE TIMKEN COMPANY
              ______________________________________________________
              (Exact name of registrant as specified in its charter)

             Ohio                                             34-0577130
________________________________________                ___________________
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

1835 Dueber Avenue, S.W., Canton, Ohio                       44706-2798
________________________________________                ___________________
(Address of principal executive offices)                      (Zip Code)

Registrants telephone number, including area code          (330)438-3000
                                                        ___________________

Securities registered pursuant to Section 12(b) of the Act:

                                                      Name of Each Exchange
      Title of Each Class                              on Which Registered
______________________________                      _______________________
Common Stock without par value                      New York Stock Exchange
Rights to Purchase Common Stock without par value   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None.

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days.    YES  X                  NO
                                                 ___                    ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X].

<PAGE>
                                                                      2

The aggregate market value of the voting stock held by all shareholders
other than shareholders identified under item 12 of this Form 10-K as of
February 19, 1999, was $946,108,777 (representing 50,968,823 shares).

Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock, as of February 19, 1999.

Common Stock without par value--61,876,547 shares (representing a market
value of $1,148,583,404).


DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the year ended
December 31, 1998, are incorporated by reference into Parts I and II.

Portions of the proxy statement for the annual meeting of shareholders to
be held on April 20, 1999, are incorporated by reference into parts III
and IV.

Exhibit Index may be found on Pages 19 through 22.

<PAGE>
                                                                      3

PART I
______
   Item 1.  Description of Business
   ________________________________
   General
   _______

   As used herein the term "Timken" or the "company" refers to The Timken
   Company and its subsidiaries unless the context otherwise requires.
   Timken, an outgrowth of a business originally founded in 1899, was
   incorporated under the laws of Ohio in 1904.

   Products
   ________

   Timken's products are divided into two industry segments.  The first
   includes anti-friction bearings;  the second industry segment is steel.

   Anti-friction bearings constitute Timken's principal industry product.
   Basically, the tapered roller bearing made by Timken is its principal
   product in the anti-friction industry segment.  It consists of four
   components:  (1) the cone or inner race, (2) the cup or outer race, (3)
   the tapered rollers which roll between the cup and cone, and (4) the
   cage which serves as a retainer and maintains proper spacing between
   the rollers.  These four components are manufactured or purchased and
   are sold in a wide variety of configurations and sizes.  Sensing
   devices are added to the basic tapered roller bearing and sold to sport
   utility vehicle and light truck markets.

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

   Timken also produces super precision ball and roller bearings for use in
   aerospace, medical / dental, computer disk drives and other markets having
   high precision applications.  These bearings are mostly produced at
   Timken Aerospace & Super Precision Bearings, a subsidiary of the company.
   They utilize ball and straight rolling elements and are in the super
   precision end of the general ball and straight roller bearing product
   range in the bearing industry.  A majority of Timken Aerospace & Super
   Precision Bearings' products are special custom-designed bearings and
   spindle assemblies.  They often involve specialized materials and coatings
   for use in applications that subject the bearings to extreme operating
   conditions of speed and temperature.

<PAGE>
                                                                      4

   Products (cont.)
   ________________

   Other bearing products manufactured by Timken include cylindrical,
   spherical, straight and ball bearings for industrial markets.  These
   bearings feature non-tapered rolling elements.  In addition, Timken
   produces custom-designed products called SpexxTM performance
   Bearings.  The product line includes both tapered and cylindrical
   roller bearings and provides cost-effective solutions for selective
   applications.  In October 1998, the company introduced the new Timken
   IsoClassTM brand of tapered roller bearings.  This gives Timken access
   to 95% of the market for ISO tapered roller bearings which are about one
   half of today's total tapered roller bearing market.

   In addition to bearing products, Timken is also expanding its presence
   in providing bearing reconditioning services for industrial and railroad
   markets as evidenced by the acquisition of Bearing Repair Specialists in
   South Bend, Indiana, in May, 1998.  Additional evidence of this commitment
   was the second quarter 1998 announcement to build a railroad bearing
   reconditioning facility in Benoni, South Africa, where the company has
   operated a bearing manufacturing plant since 1951.

   Steel products include steels of low and intermediate alloy, vacuum-
   processed alloys, tool steel and some carbon grades.  These are
   available in a wide range of solid and tubular sections with a variety
   of finishes.

   The company also produces custom-made steel products including precision
   steel components for automotive and industrial customers.  The development
   of the precision steel components business has provided the company with
   the opportunity to further expand its market for tubing and capture more
   higher-value steel sales.  This also enables the company's traditional
   tubing customers in the automotive and bearing industries to take
   advantage of higher-performing components that cost less than those they
   now use.  This activity is a growing portion of the Steel business.

   Sales and Distribution
   ______________________

   Timken's products in the bearing industry segment are sold principally
   by its own sales organization.  A major portion of the shipments are
   made directly from Timken's plants and the balance from warehouses
   located in a number of cities in the United States, Canada, England,
   France, Germany, Mexico, Singapore, Argentina and Australia.  These
   warehouse inventories are augmented by authorized distributor and
   jobber inventories throughout the world which provide local availability
   when service is required.

<PAGE>
                                                                      5
   Sales and Distribution (cont.)
   ______________________________

   The company operates an Export Service Center in Atlanta, Georgia, which
   specializes in the export of tapered roller bearings for the replacement
   markets in the Caribbean, Central and South America and other regions.
   Timken's tapered roller bearings and other bearing types are used in
   general industry and in a wide variety of products including passenger
   cars, trucks, railroad cars and locomotives, machine tools, rolling
   mills and farm and construction equipment.  Timken Aerospace & Super
   Precision Bearings' products, which are at the super precision end of
   the general ball and straight roller bearing segment, are used in
   aircraft, missile guidance systems, computer peripherals, and medical /
   dental instruments.

   A significant portion of Timken's steel production is consumed in its
   bearing operations.  In addition, sales are made to other anti-friction
   bearing companies and to the aircraft, automotive and truck,
   construction, forging, oil and gas drilling and tooling industries.  In
   addition, sales are made to steel service centers.  Timken's steel
   products are sold principally by its own sales organization.  Most
   orders are custom made to satisfy specific customer applications and are
   shipped directly to customers from Timken's steel manufacturing plants.

   Timken has a number of customers in the automotive industry including
   both manufacturers and suppliers.  However, Timken feels that because of
   the size of that industry, the diverse bearing applications, and the
   fact that its business is spread among a number of customers, both
   foreign and domestic, in original equipment manufacturing and
   aftermarket distribution, its relationship with the automotive industry
   is well diversified.

   Timken has entered into individually negotiated contracts with some of
   its customers in both the bearing and steel segments.  These contracts
   may extend for one or more years and, if a price is fixed for any period
   extending beyond current shipments, customarily include a commitment by
   the customer to purchase a designated percentage of its requirements
   from Timken.  Contracts extending beyond one year that are not subject
   to price adjustment provisions do not represent a material portion of
   Timken's sales.  Timken does not believe that there is any significant
   loss of earnings risk associated with any given contract.

   Industry Segments
   _________________

   The company has two reportable segments:  Bearings and Steel.  Segment
   information in Note 11 of the Notes to Consolidated Financial
   Statements and Information by Industry and Geographic Area on pages 32
   and 33 of the Annual Report to Shareholders for the year ended
   December 31, 1998, are incorporated herein by reference.  Export sales
   from the U.S. and Canada are not separately stated since such sales
   amount to less than 10% of revenue.  The company's Bearings business has
   historically participated in the worldwide bearing markets while
   Steel has concentrated on U.S. markets.

<PAGE>
                                                                      6
   Industry Segments (cont.)
   _________________________

   Timken's non-U.S. operations are subject to normal international
   business risks not generally applicable to domestic business.  These
   risks include currency fluctuation, changes in tariff restrictions, and
   restrictive regulations by foreign governments including price and
   exchange controls.

   Competition
   ___________

   Both the anti-friction bearing business and the steel business are
   extremely competitive.  The principal competitive factors involved, both
   in the United States and in foreign markets, include price, product
   quality, service, delivery, order lead times and technological
   innovation.

   Timken manufactures an anti-friction bearing known as the tapered roller
   bearing.  The tapered principle of bearings made by Timken permits ready
   absorption of both radial and axial loads in combination.  For this
   reason, they are particularly well adapted to reducing friction where
   shafts, gears or wheels are used.  Timken also produces super precision
   ball and straight roller bearings at its Timken Aerospace & Super
   Precision Bearings subsidiary.  With recent acquisitions, the company has
   selectively expanded its product line to include other bearing types.
   However, since the invention of the tapered roller bearing by its founder,
   Timken has maintained primary focus in its product and process technology
   on the tapered roller bearing segment.  This has been important to its
   ability to remain one of the leaders in the world's bearing industry.
   This contrasts with the majority of Timken's major competitors who focus
   more heavily on other bearing types such as ball, straight roller,
   spherical roller and needle for the general industrial and automotive
   markets and are, therefore, less specialized in the tapered roller bearing
   segment.  Timken competes with domestic manufacturers and many foreign
   manufacturers of anti-friction bearings.

   The anti-friction bearing business is intensely competitive in every
   country in which Timken competes.  With the collapse of the former
   Soviet Union and the modernization of existing capacity in many
   countries, there remain substantial downward pricing pressures in the
   United States and other countries even during periods of significant
   demand in the United States and other markets.  Moreover, international
   price discrimination by certain of Timken's foreign competitors and the
   continued absorption of antidumping duties by companies related to the
   foreign producers in the United States create additional pricing
   pressures in the United States.  Imports of tapered roller bearings into
   the United States in 1998 were $260 million or approximately 18 percent
   of the domestic tapered roller bearing market.  In addition, Timken
   estimates the tapered roller bearings contained as components of foreign
   automobiles and heavy equipment produced outside the United States and
   imported into this country, to be approximately $210 million in 1998.

<PAGE>
                                                                      7
   Competition (cont.)
   ______________________________

   To address the problem of injurious dumping by various foreign
   competitors, the company has pursued its legal rights in the United
   States and in other parts of the world for many years.  In the United
   States, antidumping orders are outstanding from cases brought by the
   company in the early 1970s and in 1986.  The antidumping finding issued
   in 1976 pertains to tapered roller bearings from Japan that have an
   outside diameter of 4 inches or less but excluding unfinished components
   or parts.  The finding does not apply to one major Japanese producer.
   In August 1986, the company filed an antidumping petition on behalf of
   the U.S. tapered roller bearing industry with both the U.S.
   International Trade Commission and the U.S. Department of Commerce
   alleging that imports of tapered roller bearings (including unfinished
   parts and components from six countries (China, Romania, Yugoslavia,
   Italy, Hungary and Japan) to the extent not covered by the 1976
   finding) were being sold at less than fair value in the United States
   and were causing material injury to the domestic industry.  The U.S.
   Department of Commerce found that product from each of the countries was
   being sold in the United States at less than fair value or "dumped," and
   the U.S. International Trade Commission found such imports were causing
   injury to the domestic industry.  The Commerce Department's notice also
   identified the amount by which selling prices of the foreign producers
   were less than fair value.  This amount is expressed as a weighted
   average percentage for each company investigated and is often referred
   to as the "final margin" for a particular time period.  The final
   margins for Japanese producers as originally calculated in 1986-87 were
   approximately 36 percent for the major producers.  Final margins for
   producers in other countries varied but were above 100% for one foreign
   producer.  If requested by foreign producers, importers or domestic
   producers, the dumping margins (if any) will be examined for a more
   recent time period.

   Substantial dumping margins have been found for most or all of the major
   producers in Japan for most years since the antidumping orders issued.
   On November 17, 1998, the U.S. Department of Commerce issued final
   margins for companies investigated for the 1996-97 time period, finding
   dumping margins that ranged from 7.62% to 19.78%.

   Significant dumping margins continue to be found for certain producers
   from other countries covered by orders.  For some countries covered by
   the orders, imports have declined or ceased.  Some foreign producers and
   exporters / resellers have ceased dumping.  The orders were revoked for
   Yugoslavia in 1995 and for Italy in 1996 as well as for selected
   individual producers in the other orders over time.  Importers
   are required to post a cash deposit with the U.S. Customs Service equal
   to the final margin from the most recent period that has been published
   for a particular foreign producer from a country where an order remains
   outstanding.  If no dumping is found or the amount of dumping is less
   than the cash deposit, the importer receives a refund with interest.  If
   the dumping found in the review is greater than the amount posted as a
   cash deposit, the difference must be paid to the U.S. Customs Service
   with interest.

<PAGE>
                                                                      8
   Competition (cont.)
   ______________________________

   Timken has remained deeply concerned about the persistence of unfair
   trade practices in its major markets and has participated in the
   administrative review process in the United States and elsewhere to
   assure that conditions of fair trade are restored if possible.  The
   company has pursued and continues to pursue legislative changes to
   neutralize the price depressing effect of duty absorption that has
   continued in the United States for more than 20 years in some cases.
   The existence of the orders reduces the commercial harm that would
   otherwise be experienced by the company from the continued dumping
   practices of certain foreign competitors.  In accord with the
   international treaty obligations of the United States, each existing
   antidumping duty finding or order, including those covering tapered
   roller bearings, will be subject to review by U.S. government agencies
   to determine whether dumping and injury to the domestic industry are
   likely to continue or recur if it is revoked.  These reviews will
   commence for the finding and orders covering tapered roller bearings in
   April 1999.  The company intends to participate actively in the proceed-
   ings which may conclude in as little as five months but more likely will
   conclude sometime between March and September 2000.  If the U.S.
   government determines that dumping and injury are likely to continue or
   recur, the antidumping duting finding and orders will continue in place.
   If a negative determination is made on either issue for any of the four
   countries covered, the finding or order will be revoked.  By statute,
   the earliest that an order or finding could be revoked is as of January
   1, 2000.

   Timken manufactures carbon and alloy seamless tubing, carbon and alloy
   steel solid bars, tool steels and other custom-made specialty steel
   products.  Specialty steels are characterized by special chemistry,
   tightly controlled melting and precise processing.

   Maintaining high standards of product quality and reliability while
   keeping production costs competitive is essential to Timken's ability to
   compete in the specialty steel industry with domestic and foreign steel
   manufacturers.

   Backlog
   _______

   The backlog of orders of Timken's domestic and overseas operations is
   estimated to have been $1.22 billion at December 31, 1998, and
   $1.37 billion at December 31, 1997.  Actual shipments are dependent upon
   ever-changing production schedules of the customer.  Accordingly, Timken
   does not believe that its backlog data and comparisons thereof as of
   different dates are reliable indicators of future sales or shipments.

<PAGE>
                                                                      9
   Raw Materials
   _____________

   The principal raw materials used by Timken in its North American plants
   to manufacture bearings are its own steel tubing and bars and purchased
   strip steel. Outside North America the company purchases raw materials
   from local sources with whom it has worked closely to assure steel
   quality according to its demanding specifications.  In December 1998,
   the company acquired Desford Steel Tubes Ltd., a steel tube manufacturer
   in Leicester, England.  Now called Timken Desford Steel, the operation
   will be a major source of raw materials for many Timken plants in Europe.

   The principal raw materials used by Timken in steel manufacturing are
   scrap metal, nickel, and other alloys.  Timken believes that the
   availability of raw materials and alloys are adequate for its needs,
   and, in general, it is not dependent on any single source of supply.

   Research
   ________

   Timken's major research center, located in Stark County, Ohio near its
   largest manufacturing plant, is engaged in research on bearings, steels,
   manufacturing methods and related matters.  Research facilities are also
   located at the Timken Aerospace & Super Precision Bearings New Hampshire
   plants, the Duston, England plant, the Latrobe, Pennsylvania plant and
   the facility in Bangelore, India.  Expenditures for research, development
   and testing amounted to approximately $48,000,000 in 1998, $43,000,000 in
   1997, and $41,000,000 in 1996.  The company's research program is
   committed to the development of new and improved bearing and steel
   products, as well as more efficient manufacturing processes and techniques
   and the expansion of application of existing products.

   Environmental Matters
   _____________________

   The company continues to protect the environment and comply with
   environmental protection laws.  The company has invested in pollution
   control equipment and updated plant operational practices.  In 1998,
   the company received the Governor's Award for waste reduction from the
   state of North Carolina.  This makes the third such state award the
   company has received for pollution prevention in the past two years.
   The company believes it has established adequate reserves to cover
   its environmental expenses and has a well-established environmental
   compliance audit program, which includes a proactive approach to
   bringing its domestic and international units to higher standards of
   environmental performance.  This program measures performance against
   local laws as well as to standards that have been established for all
   units worldwide.

   It is difficult to assess the possible effect of compliance with future
   requirements that differ from existing ones.  As previously reported,
   the company is unsure of the future financial impact to the company that
   could result from the United States Environmental Protection Agency's
   (EPA's) final rules to tighten the National Ambient Air Quality Standards
   for fine particulate and ozone.

<PAGE>
                                                                      10

   Environmental Matters (cont.)
   _____________________________

   The company and certain of its U.S. subsidiaries have been designated as
   potentially responsible parties (PRP's) by the United States EPA for
   site investigation and remediation at certain sites under the
   Comprehensive Environmental Response, Compensation and Liability Act
   (Superfund).  The claims for remediation have been asserted against
   numerous other entities, which are believed to be financially solvent
   and are expected to fulfill their proportionate share of the obligation.
   Management believes any ultimate liability with respect to all pending
   actions will not materially affect the company's operations, cash flows
   or consolidated financial position.

   The Timken Aerospace & Super Precision Bearings subsidiary has two
   environmental projects at its manufacturing locations in New Hampshire.
   The company has provided for the costs of these projects, which to date
   have been $3.7 million.  A portion of these costs is being recovered from
   a former owner of the property.  Future operating and maintenance costs
   are expected to be $1.5 million.

   The company continued work in 1998 on environmental projects at its
   locations in Canton and Columbus, Ohio.  Costs for these two projects
   are estimated to be about $2.1 million.  Remediation system upgrades
   became operational in August 1998 at the Columbus, Ohio plant.

   Patents, Trademarks and Licenses
   ________________________________

   Timken owns a number of United States and foreign patents, trademarks
   and licenses relating to certain of its products.  While Timken regards
   these as items of importance, it does not deem its business as a whole,
   or either industry segment, to be materially dependent upon any one
   item or group of items.

   Employment
   __________

   At December 31, 1998, Timken had 21,046 associates.  Thirty-seven percent
   of Timken's U.S. associates are covered under collective bargaining
   agreements.  None of Timken's U.S. associates are covered under
   collective bargaining agreements that expire within one year.

   Executive Officers of the Registrant
   ____________________________________

   The officers are elected by the Board of Directors normally for a term
   of one year and until the election of their successors.  All officers
   have been employed by Timken or by a subsidiary of the company during
   the past five-year period.  The Executive Officers of the company as of
   February 19, 1999, are as follows:

<PAGE>
                                                                     11

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

   W. R. Timken, Jr.   60      1993  Chairman - Board of Directors;
                               1997  Chairman, President and Chief
                                        Executive Officer; Director;
                                        Officer since 1968.

   R. L. Leibensperger 60      1993  Vice President - Technology;
                               1995  Executive Vice President and President
                                        - Bearings;
                               1997  Executive Vice President, Chief
                                        Operating Officer and President
                                        - Bearings; Officer since 1986.

   B. J. Bowling       57      1993  Executive Vice President - Latrobe Steel
                                        Company;
                               1995  President - Latrobe Steel Company;
                               1996  Executive Vice President and President
                                        - Steel;
                               1997  Executive Vice President, Chief
                                        Operating Officer and President
                                        - Steel; Officer since 1996.

   L. R. Brown         63      1993  Vice President and General Counsel;
                                        Secretary;
                               1998  Senior Vice President and General
                                        Counsel; Secretary; Officer
                                        since 1990.

   J. T. Elasser       46      1993  Deputy Managing Director - Bearings -
                                        Europe, Africa and West Asia;
                               1995  Managing Director - Bearings - Europe,
                                        Africa and West Asia;
                               1996  Vice President - Bearings - Europe,
                                        Africa and West Asia;
                               1998  Group Vice President - Bearings -
                                        Rail, Europe, Africa and West Asia;
                                        Officer since 1996.

   J. W. Griffith      45      1993  Director - Manufacturing - Bearings -
                                        North and South America;
                               1993  Vice President - Manufacturing -
                                        Bearings - North America;
                               1996  Vice President - Bearings - North
                                        American Automotive, Rail, Asia
                                        Pacific and Latin America;
                               1998  Group Vice President - Bearings -
                                        North American Automotive, Asia
                                        Pacific and Latin America; Officer
                                        since 1996.

<PAGE>
                                                                     12

                                        Current Position and Previous
   Name                Age             Positions During Last Five Years
   ___________________ ___     ____________________________________________
   Karl P. Kimmerling  41      1993  General Manager - Primary Operations
                                        and Engineering - Latrobe Steel
                                        Company;
                               1995  President - Canadian Timken Ltd.;
                               1996  Vice President - Manufacturing -
                                        Steel;
                               1998  Group Vice President - Alloy Steel;
                                        Officer since 1998.

   G. E. Little        55      1993  Vice President - Finance; Treasurer;
                               1998  Senior Vice President - Finance;
                                        Treasurer; Officer since 1990.

   S. J. Miraglia, Jr. 48      1993  Vice President - Manufacturing - Steel;
                               1994  Director - Manufacturing - Europe,
                                        Africa and West Asia;
                               1996  Vice President - Bearings - North
                                        American Industrial and Super
                                        Precision;
                               1998  Group Vice President - Bearings -
                                        North American Industrial and Super
                                        Precision; Officer since 1996.

   S. A. Perry         53      1993  Vice President - Human Resources and
                                        Logistics;
                               1998  Senior Vice President - Human
                                        Resources, Purchasing and
                                        Communications; Officer since 1993.

   Hans J. Sack        44      1993  General Manager - Parts Business -
                                        Steel;
                               1994  Vice President - Manufacturing -
                                        Steel;
                               1996  President - Latrobe Steel Company;
                               1998  Group Vice President - Specialty Steel
                                        and President - Latrobe Steel
                                        Company; Officer since 1998.

   J. J. Schubach      62      1993  Vice President - Strategic Management;
                               1996  Vice President - Strategic Management
                                        and Continuous Improvement;
                               1998  Senior Vice President - Strategic
                                        Management and Continuous
                                        Improvement; Officer since 1984.

<PAGE>
                                                                     13

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

   T. W. Strouble      60      1993  Vice President - Sales and Marketing -
                                        Bearings - North and South America;
                               1995  Vice President - Technology;
                               1998  Senior Vice President - Technology
                                        Officer since 1995.

   W. J. Timken        56      1993  Vice President; Director; Officer
                                        since 1992.


<PAGE>
                                                                     14
   Item 2.  Properties
   ___________________

   Timken has bearing and steel manufacturing facilities at several
   locations in the United States.  Timken also has bearing manufacturing
   facilities in several countries outside the United States.  The
   aggregate floor area of these facilities worldwide is approximately
   14,096,000 square feet, all of which, except for approximately 385,000
   square feet, is owned in fee.  The buildings occupied by Timken are
   principally of brick, steel, reinforced concrete and concrete block
   construction, all of which are suitably equipped and in satisfactory
   operating condition.

   Timken's bearing manufacturing facilities in the United States are
   located in Ashland, Bucyrus, Canton, Columbus and New Philadelphia,
   Ohio; Altavista and Richmond, Virginia; Asheboro and Lincolnton, North
   Carolina; Carlyle, Illinois; South Bend, Indiana; Gaffney, South
   Carolina; Keene and Lebanon, New Hampshire; Knoxville, Tennessee;
   Lenexa, Kansas; North Little Rock, Arkansas; Ogden, Utah and Orange,
   California.  These facilities, including the research facility in
   Canton, Ohio, and warehouses at plant locations, have an aggregate
   floor area of approximately 4,702,000 square feet.

   Timken's bearing manufacturing plants outside the United States are
   located in Ballarat, Australia; Benoni, South Africa; Cogozzo, Italy;
   Colmar, France; Duston, Northampton and Wolverhampton, England; Medemblik,
   The Netherlands; Ploesti, Romania; Sao Paulo, Brazil; Singapore;
   Sosnowiec, Poland; St. Thomas, Canada and Yantai, China.  The
   facilities, including warehouses at plant locations, have an aggregate
   floor area of approximately 3,541,000 square feet.

   Timken's steel manufacturing facilities in the United States are located
   in Canton, Eaton, Wauseon and Wooster, Ohio; Columbus, North Carolina;
   Franklin and Latrobe, Pennsylvania and Winchester, Kentucky.  These
   facilities have an aggregate floor area of approximately 5,020,000
   square feet.

   Timken's steel manufacturing facility outside the United States is
   located in Leicester, England.  This facility has an aggregate floor
   area of approximately 590,000 square feet.  Timken also has a tool
   steel finishing and distribution facility in Sheffield, England.  This
   facility has an aggregate floor area of approximately 244,000 square feet.

   In addition to the manufacturing and distribution facilities discussed
   above, Timken owns warehouses and steel distribution facilities in the
   United States, Canada, England, France, Scotland, Singapore, Germany,
   Mexico, Argentina and Australia, and leases several relatively small
   warehouse facilities in cities throughout the world.

   During the first half of 1998, Timken's Bearings and Steel businesses
   continued to experience high plant utilization as a result of increased
   sales in most industries and geographic areas.  However, plant utilization
   decreased during the last half of the year as a result of general world
   economic difficulties which decreased demand in the oil country and
   general industrial markets.

<PAGE>
                                                                     15
   Properties (cont.)
   __________________

   Timken's manufacturing facilities expanded during 1998 as a result
   of its two most recent acquisitions.  In May, the company acquired
   Bearing Repair Specialists, an industrial bearing repair business in
   South Bend, Indiana, that reconditions or modifies a wide variety of
   bearing types for industrial customers in the United States and Canada.
   The facility includes floor space of approximately 40,000 square feet
   and employs some 19 associates.

   In December, the company acquired Desford Steel Tubes Ltd. of Leicester,
   England, a manufacturer of seamless mechanical tubing of consistent
   quality necessary for bearing, automotive, off-highway and defense
   applications.  The facility includes floor space of approximately 590,000
   square feet and employs some 571 associates.

   In the second quarter, Timken made the announcement to build a railroad
   bearing reconditioning facility in Benoni, South Africa, where the company
   has operated a bearing manufacturing plant since 1951.  Also in the second
   quarter, growing demand for the advanced bearings produced at the Altavista
   Bearing Plant in Virginia for the light truck and sport utility vehicle
   markets prompted the plant's third expansion since it was built in 1991.

   During the third quarter, Timken dedicated its $55 million rolling mill
   investment at the Harrison Steel Plant in Canton, Ohio.  The 119,000
   square foot facility houses a new rolling mill and bar processing
   equipment.

   In September 1998, the company announced that Australian Timken would be
   closing its bearing manufacturing operation in Ballarat.  The plant closure
   is now expected to be completed early in the second quarter of 1999.

   As of December 31, 1998, the company was a forty percent shareholder in
   Tata Timken Limited, a joint venture with The Tata Iron and Steel Company
   Limited (TISCO) of India.  The joint venture consists of a manufacturing
   facility in Jamshedpur, India, completed in March of 1992, and six sales
   offices, also located in India.  In February 1999, the company agreed to
   increase its stake in Tata Timken Limited to 80 percent by acquiring the
   40 percent stake held by TISCO.  The transaction was approved by the Indian
   government and completed in March.

   Item 3.  Legal Proceedings
   __________________________

   Not Applicable

   Item 4.  Submission of Matters to a Vote of Security Holders
   ____________________________________________________________

   No matters were submitted to a vote of security holders during the
   fourth quarter ended December 31, 1998.

<PAGE>
                                                                     16
PART II
_______
   Item 5.  Market for the Registrant's Common Equity and Related Stock
   ____________________________________________________________________
            Holder Matters
            ______________

   The company's common stock is traded on the New York Stock Exchange
   (TKR).  The estimated number of record holders of the company's common
   stock at December 31, 1998, was 8,939.  The estimated number of
   shareholders at December 31, 1998, was 45,942.

   High and low stock prices and dividends for the last two years are
   presented in the Quarterly Financial Data schedule on Page 1 of the
   Annual Report to Shareholders for the year ended December 31, 1998, and
   is incorporated herein by reference.

   During 1998, the non-United States fiduciary of an employee stock purchase
   and savings plan established and administered in accordance with the laws
   of France purchased 22,625 shares of the company's common stock on the
   New York Stock Exchange on behalf of persons not resident in the United
   States who are employed by subsidiaries of the company.  The purchases were
   made in connection with sales to employees made in reliance on Regulation S
   under the Securities Act of 1933 and were made for an aggregate
   consideration of $522,836.

   Item 6.  Selected Financial Data
   ________________________________

   The Summary of Operations and Other Comparative Data on Pages 34-35
   of the Annual Report to Shareholders for the year ended December 31,
   1998, is incorporated herein by reference.

   Item 7.  Management's Discussion and Analysis of Financial Condition and
   ________________________________________________________________________
            Results of Operation
            ____________________

   Management's Discussion and Analysis of Financial Condition and Results
   of Operations on Pages 17-24 of the Annual Report to Shareholders for
   the year ended December 31, 1998, is incorporated herein by reference.

   In February 1999, the company agreed to increase its stake in Tata Timken
   Limited to 80 percent by acquiring the 40 percent stake held by The Tata
   Iron and Steel Company of India.  The transaction was approved by the
   Indian government and completed in March.
<PAGE>
                                                                      17
   Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
   ____________________________________________________________________

   Information appearing under the caption "Management's Discussion and
   Analysis of Other Information" appearing on page 23 of the Annual
   Report to Shareholders for the year ended December 31, 1998, is
   incorporated herein by reference.

   Item 8.  Financial Statements and Supplementary Data
   ____________________________________________________

   The Quarterly Financial Data schedule included on Page 1, the
   Consolidated Financial Statements of the registrant and its subsidiaries
   on Pages 18-24, the Notes to Consolidated Financial Statements on Pages
   25-33, and the Report of Independent Auditors on Page 33 of the Annual
   Report to Shareholders for the year ended December 31, 1998, are
   incorporated herein by reference.

   Item 9.  Changes in and Disagreements with Accountants
   ______________________________________________________
            on Accounting and Financial Disclosure
            ______________________________________

   Not applicable.

<PAGE>
                                                                      18
PART III
________

   Item 10.  Directors and Executive Officers of the Registrant
   ____________________________________________________________

   Required information is set forth under the caption "Election of
   Directors" on Pages 4-7 of the proxy statement issued in connection with
   the annual meeting of shareholders to be held April 20, 1999, and is
   incorporated herein by reference.  Information regarding the executive
   officers of the registrant is included in Part I hereof.

   Item 11.  Executive Compensation
   ________________________________

   Required information is set forth under the caption "Executive
   Compensation" on Pages 10-20 of the proxy statement issued in connection
   with the annual meeting of shareholders to be held April 20, 1999, and
   is incorporated herein by reference.

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

   Required information regarding Security Ownership of Certain Beneficial
   Owners and Management, including institutional investors owning more
   than 5% of the company's Common Stock, is set forth under the caption
   "Beneficial Ownership of Common Stock" on Pages 8-9 of the proxy
   statement issued in connection with the annual meeting of shareholders
   to be held April 20, 1999, and is incorporated herein by reference.

   Item 13.  Certain Relationships and Related Transactions
   ________________________________________________________

   Required information is set forth under the caption "Election of
   Directors" on Pages 4-7 of the proxy statement issued in connection with
   the annual meeting of shareholders to be held April 20, 1999, and is
   incorporated herein by reference.

<PAGE>
                                                                     19
PART IV
_______

   Item 14.  Exhibits, Financial Statement Schedules, and Report on
             Form 8-K.
  _________________________________________________________________________

   (a)(1) and (2) - The response to this portion of Item 14 is submitted
                    as a separate section of this report.

      (3)  Listing of Exhibits

               Exhibit
               _______

          (3)(i)    Amended Articles of Incorporation of The Timken Company
                    (Effective April 16, 1996) were filed with Form S-8
                    dated April 16, 1996 and are incorporated herein by
                    reference.

          (3)(ii)   Amended Regulations of The Timken Company effective
                    April 21, 1987, were filed with Form 10-K for the
                    period ended December 31, 1992, and are incorporated
                    herein by reference.

          (4)       Credit Agreement dated as of July 10, 1998 among The
                    Timken Company, as Borrower, Various Financial
                    Institutions, as Banks, and Keybank National
                    Association, as Agent was filed with Form 10-Q for the
                    period ended June 30, 1998, and is incorporated herein
                    by reference.

          (4.1)     Indenture dated as of April 24, 1998, between The Timken
                    Company and The Bank of New York, which was filed with
                    Timken's Form S-3 registration statement which became
                    effective April 24, 1998, and is incorporated herein by
                    reference.

          (4.2)     Indenture dated as of July 1, 1990, between Timken and
                    Ameritrust Company of New York, which was filed with
                    Timken's Form S-3 registration statement dated July 12,
                    1990, and is incorporated herein by reference.

          (4.3)     First Supplemental Indenture, dated as of July 24,
                    1996, by and between The Timken Company and Mellon
                    Bank, N.A. was filed with Form 10-Q for the period
                    ended September 30, 1996, and is incorporated herein by
                    reference.

          (4.4)     The company is also a party to agreements with respect
                    to other long-term debt in total amount less than 10%
                    of the registrant's consolidated total assets.  The
                    registrant agrees to furnish a copy of such agreements
                    upon request.
<PAGE>
                                                                       20
     Listing of Exhibits (cont.)
     ___________________________

                    Management Contracts and Compensation Plans
                    ___________________________________________

          (10)      The Management Performance Plan of The Timken Company
                    for Officers and Certain Management Personnel was filed
                    with Form 10-K for the period ended December 31, 1997,
                    and is incorporated herein by reference.

          (10.1)    The form of Deferred Compensation Agreement entered
                    into with Joseph F. Toot, Jr., W. R. Timken, Jr., R. L.
                    Leibensperger and B. J. Bowling was filed with Form
                    10-Q for the period ended September 30, 1995, and is
                    incorporated herein by reference.

          (10.2)    The Timken Company 1996 Deferred Compensation Plan for
                    officers and other key employees, was filed with Form
                    10-Q for the period ended September 30, 1995, and is
                    incorporated herein by reference.

          (10.3)    The Timken Company Long-Term Incentive Plan for
                    officers and other key employees as amended and
                    restated as of December 20, 1995, and approved by
                    shareholders April 16, 1996, was filed as Appendix A to
                    Proxy Statement dated March 6, 1996, and is
                    incorporated herein by reference.

          (10.4)    The 1985 Incentive Plan of The Timken Company for
                    Officers and other key employees as amended through
                    December 17, 1997 was filed with Form 10-K for the
                    period ended December 31, 1997, and is incorporated
                    herein by reference.

          (10.5)    The form of Severance Agreement entered into with all
                    Executive Officers of the company was filed with
                    Form 10-K for the period ended December 31, 1996, and
                    is incorporated herein by reference.  Each differs only
                    as to name and date executed.

          (10.6)    The form of Death Benefit Agreement entered into with
                    all Executive Officers of the company was filed with
                    Form 10-K for the period ended December 31, 1993, and
                    is incorporated herein by reference.  Each differs only
                    as to name and date executed.

          (10.7)    The form of Indemnification Agreements entered into
                    with all Directors who are not Executive Officers of
                    the company was filed with Form 10-K for the period
                    ended December 31, 1990, and is incorporated herein by
                    reference.  Each differs only as to name and date
                    executed.

<PAGE>
                                                                       21
     Listing of Exhibits (cont.)
     ___________________________

          (10.8)    The form of Indemnification Agreements entered into
                    with all Executive Officers of the company who are not
                    Directors of the company was filed with Form 10-K for
                    the period ended December 31, 1990, and is incorporated
                    herein by reference.  Each differs only as to name and
                    date executed.

          (10.9)    The form of Indemnification Agreements entered into
                    with all Executive Officers of the company who are also
                    Directors of the company was filed with Form 10-K for
                    the period ended December 31, 1990, and is incorporated
                    herein by reference.  Each differs only as to name and
                    date executed.

          (10.10)   The form of Employee Excess Benefits Agreement entered
                    into with all active Executive Officers, certain
                    retired Executive Officers, and certain other key
                    employees of the company was filed with Form 10-K for
                    the period ended December 31, 1991, and is incorporated
                    herein by reference.  Each differs only as to name and
                    date executed, except Mr. Brown who will be given
                    additional service.

          (10.11)   The Amended and Restated Supplemental Pension Plan of
                    The Timken Company as adopted March 16, 1998 was filed
                    with Form 10-K for the period ended December 31, 1997,
                    and is incorporated herein by reference.

          (10.12)   Amendment to the Amended and Restated Supplemental Pension
                    Plan of the Timken Company executed on December 29, 1998.

          (10.13)   The form of The Timken Company Nonqualified Stock
                    Option Agreement for nontransferable options as adopted
                    on April 21, 1998 was filed with Form 10-Q for the
                    period ended March 31, 1998, and is incorporated
                    herein by reference.

          (10.14)   The form of The Timken Company Nonqualified Stock
                    Option Agreement for transferable options as adopted on
                    April 21, 1998 was filed with Form 10-Q for the period
                    ended March 31, 1998, and is incorporated herein by
                    reference.

          (10.15)   The form of The Timken Company Nonqualified Stock Option
                    Agreement for transferable options as adopted on
                    November 18, 1998.

          (10.16)   The Timken Company Deferral of Stock Option Gains Plan
                    effective as of April 21, 1998 was filed with Form 10-Q
                    for the period ended March 31, 1998, and is incorporated
                    herein by reference.
<PAGE>
                                                                       22
     Listing of Exhibits (cont.)
     ___________________________

          (10.17)   The Consulting Agreement entered into with Joseph F.
                    Toot, Jr. was filed with Form 10-K for the period ended
                    December 31, 1997, and is incorporated herein by
                    reference.

          (10.18)   The form of The Timken Company Performance Share
                    Agreement entered into with W. R. Timken, Jr.,
                    R. L. Leibensperger and B. J. Bowling was filed with
                    Form 10-K for the period ended December 31, 1997, and is
                    incorporated herein by reference.

          (12)      Ratio of Earnings to Fixed Charges

          (13)      Annual Report to Shareholders for the year ended
                    December 31, 1998, (only to the extent expressly
                    incorporated herein by reference).

          (21)      A list of subsidiaries of the registrant.

          (23)      Consent of Independent Auditors.

          (24)      Power of Attorney

          (27)      Financial Data Schedule

   (b)  Reports on Form 8-K:

                None

   (c) and (d)  The exhibits are contained in a separate section of this
                report.

<PAGE>
                                SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                             THE TIMKEN COMPANY

By   /s/ W. R. Timken, Jr.              By  /s/ G. E. Little
     ________________________________       ________________________________
     W. R. Timken, Jr.                      G. E. Little
     Director and Chairman; President       Senior Vice President - Finance
     and Chief Executive Officer            Principal Financial and
                                            Accounting Officer)
Date          March 30, 1999            Date          March 30, 1999
     ________________________________        _______________________________

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

By  /s/ Martin D. Walker*                By  /s/ John M. Timken, Jr.*
    ______________________________           _______________________________
    Martin D. Walker      Director           John M. Timken, Jr.    Director
Date          March 30, 1999             Date          March 30, 1999

By  /s/ Stanley C. Gault*                By  /s/ W. J. Timken*
    ______________________________           _______________________________
    Stanley C. Gault      Director           W. J. Timken           Director
Date          March 30, 1999             Date          March 30, 1999

By  /s/ J. Clayburn La Force, Jr.*        By /s/ Joseph F. Toot, Jr.*
    ______________________________           _______________________________
    J. Clayburn La Force, Jr., Director      Joseph F. Toot, Jr.    Director
Date          March 30, 1999             Date          March 30, 1999

By  /s/ Robert W. Mahoney*               By  /s/ Charles H. West*
    ______________________________           _______________________________
    Robert W. Mahoney     Director           Charles H. West        Director
Date          March 30, 1999             Date          March 30, 1999

By  /s/ Jay A. Precourt*                 By  /s/ Alton W. Whitehouse*
    ______________________________           _______________________________
    Jay A. Precourt       Director           Alton W. Whitehouse,   Director
Date          March 30, 1999             Date          March 30, 1999


                                        *By  /s/ G. E. Little
                                         ___________________________________
                                         G. E. Little, attorney-in-fact
                                         by authority of Power of Attorney
                                         filed as Exhibit 24 hereto


