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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/20000811/0000098362-00-000023/0000098362-00-000023.txt : 20000921
<SEC-HEADER>0000098362-00-000023.hdr.sgml : 20000921
ACCESSION NUMBER:		0000098362-00-000023
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20000630
FILED AS OF DATE:		20000811

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TIMKEN CO
		CENTRAL INDEX KEY:			0000098362
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3562
]		IRS NUMBER:				340577130
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	001-01169
			FILM NUMBER:		692442
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		1835 DUEBER AVE SW
				CITY:			CANTON
				STATE:			OH
				ZIP:			44706
				BUSINESS PHONE:		3304383000
</BUSINESS-ADDRESS>

				FORMER COMPANY:	
					FORMER CONFORMED NAME:	TIMKEN ROLLER BEARING CO
					DATE OF NAME CHANGE:	19710304
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>


                                                                           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 June 30, 2000.

Commission File No. 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,
and (2) has been subject to such filing requirements for the past
90 days.

                    YES    X      NO
                          ___         ___


Common shares outstanding at June 30, 2000, 60,586,153.

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

                                                         June 30      Dec. 31
                                                           2000         1999
ASSETS                                                 ----------    ----------
Current Assets                                          (Thousands of dollars)
Cash and cash equivalents...........................      $ 6,450       $ 7,906
Accounts receivable, less allowances,
(2000-$10,199; 1999-$9,497).........................      406,157       339,326
Deferred income taxes...............................       38,929        39,706
Inventories (Note 2) ...............................      484,376       446,588
                                                       ----------    ----------
          Total Current Assets......................      935,912       833,526

Property, Plant and Equipment.......................    2,907,983     2,912,733
 Less allowances for depreciation...................    1,563,492     1,531,259
                                                       ----------    ----------
                                                        1,344,491     1,381,474

Costs in excess of net assets of acquired business,
less amortization, (2000-$38,102; 1999-$34,879).....      154,081       153,847
Other assets........................................       75,488        72,471
                                                       ----------    ----------
      Total Assets..................................   $2,509,972    $2,441,318
                                                       ==========    ==========

LIABILITIES
Current Liabilities
Accounts payable and other liabilities..............     $248,285      $236,602
Short-term debt and commercial paper................      181,620       122,547
Accrued expenses....................................      176,514       198,512
                                                       ----------    ----------
          Total Current Liabilities.................      606,419       557,661

Noncurrent Liabilities
Long-term debt (Note 3) ............................      305,908       327,343
Accrued pension cost................................      115,087        76,005
Accrued postretirement benefits cost................      396,705       394,084
Deferred income taxes...............................       19,279         6,147
Other noncurrent liabilities........................       31,343        34,097
                                                       ----------    ----------
          Total Noncurrent Liabilities..............      868,322       837,676

Shareholders' Equity (Note 4)
Common stock........................................      262,282       273,199
Earnings invested in the business...................      852,239       836,916
Accumulated other comprehensive income..............      (79,290)      (64,134)
                                                       ----------    ----------
          Total Shareholders' Equity................    1,035,231     1,045,981

      Total Liabilities and Shareholders' Equity....   $2,509,972    $2,441,318
                                                       ==========    ==========

<TABLE>
PART I.  FINANCIAL INFORMATION Continued                                   3.

THE TIMKEN COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
                                                                   Six Months Ended            Three Months Ended
                                                                 June 30       June 30        June 30       June 30
                                                                  2000          1999           2000          1999
                                                               ----------    ----------      --------      --------
                                                                   (Thousands of dollars, except per share data)
<C>                                                            <C>           <C>           <C>           <C>
Net sales...................................................   $1,379,054    $1,261,469      $693,263      $636,099
Cost of products sold.......................................    1,091,613     1,015,309       550,787       516,498
                                                               ----------    ----------      --------      --------
   Gross Profit.............................................      287,441       246,160       142,476       119,601

Selling, administrative and general expenses................      185,260       177,111        91,115        87,781
Impairment and restructuring................................       18,081         -             3,322         -
                                                               ----------    ----------      --------      --------
   Operating Income.........................................       84,100        69,049        48,039        31,820

Interest expense............................................      (14,693)      (13,525)       (7,471)       (6,869)
Interest income.............................................        1,109         1,148           560           721
Other income (expense)......................................       (6,240)       (6,163)       (3,585)       (2,748)
                                                               ----------    ----------      --------      --------
   Income Before Income Taxes...............................       64,276        50,509        37,543        22,924
Provision for income taxes (Note 6).........................       26,996        21,666        16,303        10,660
                                                               ----------    ----------      --------      --------
   Net Income...............................................      $37,280       $28,843       $21,240       $12,264
                                                               ==========    ==========      ========      ========

   Earnings Per Share * ....................................        $0.61         $0.47         $0.35         $0.20
   Earnings Per Share  - assuming dilution **...............        $0.61         $0.46         $0.35         $0.20

   Dividends Per Share......................................        $0.36         $0.36         $0.18         $0.18
                                                               ==========    ==========      ========      ========

*  Average shares outstanding...............................   60,969,469    61,884,046    60,837,740    61,906,626
** Average shares outstanding - assuming dilution...........   61,171,114    62,122,559    61,103,848    62,224,795
</TABLE>

PART I.  FINANCIAL INFORMATION Continued                                   4.

THE TIMKEN COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
                                                          Six Months Ended
Cash Provided (Used)                                     June 30    June 30
                                                          2000        1999
                                                        -------     -------
OPERATING ACTIVITIES                                  (Thousands of dollars)
Net Income............................................. $37,280     $28,843
Adjustments to reconcile net income to net cash
provided by operating activities:
 Depreciation and amortization.........................  75,894      73,652
 Provision (credit) for deferred income taxes..........  15,312     (10,904)
 Stock issued in lieu of cash to employee benefit plans      60       3,394
 Non-cash portion of impairment and restructuring
  charges..............................................  16,445         -
 Changes in operating assets and liabilities:
  Accounts receivable.................................. (71,932)     (6,300)
  Inventories.......................................... (45,032)     36,541
  Other assets......................................... (10,549)     (3,309)
  Accounts payable and accrued expenses................  30,064      23,660
  Foreign currency translation.........................    (738)      2,823
                                                        -------     -------
   Net Cash Provided by Operating Activities...........  46,804     148,400

INVESTING ACTIVITIES
 Purchases of property, plant and equipment - net...... (57,055)    (88,065)
 Acquisitions..........................................     -       (27,939)
                                                        -------     -------
   Net Cash Used by Investing Activities............... (57,055)   (116,004)

FINANCING ACTIVITIES
 Cash dividends paid to shareholders................... (21,957)    (22,284)
 Purchase of treasury shares........................... (10,977)       (339)
 Payments on long-term debt............................  (1,453)       (279)
 Proceeds from issuance of long-term debt..............   2,061       2,723
 Short-term debt activity - net........................  41,585       7,570
                                                        -------     -------
   Net Cash Provided (Used) by Financing Activities....   9,259     (12,609)

Effect of exchange rate changes on cash................    (464)       (530)

(Decrease) increase in Cash and Cash Equivalents.......  (1,456)     19,257
Cash and Cash Equivalents at Beginning of Period.......   7,906         320
                                                        -------     -------
Cash and Cash Equivalents at End of Period............. $ 6,450     $19,577
                                                        =======     =======

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, 1999.

                                                           6/30/00    12/31/99
Note 2 -- Inventories                                     --------   ---------
                                                         (Thousands of dollars)
Finished products                                         $179,114    $172,682
Work-in-process and raw materials                          267,382     235,251
Manufacturing supplies                                      37,880      38,655
                                                          --------    --------
                                                          $484,376    $446,588
                                                          ========    ========

Note 3 -- Long-term Debt                                   6/30/00    12/31/99
                                                          --------   ---------
                                                         (Thousands of dollars)
State of Ohio Pollution Control Revenue Refunding Bonds,
   maturing on July 1, 2003.  The variable interest
   rate is tied to the bank's tax exempt weekly interest
   rate.  The rate at June 30, 2000 is 4.75%.              $17,000     $17,000
State of Ohio Water Development Revenue Refunding
   Bond, maturing on May 1, 2007.  The variable interest
   rate is tied to the bank's tax exempt weekly interest
   rate. The rate at June 30, 2000 is 4.80%.                 8,000       8,000
State of Ohio Air Quality and Water Development Revenue
   Refunding Bonds, maturing on June 1, 2001.  The
   variable interest rate is tied to the bank's tax
   exempt weekly interest rate.  The rate at
   June 30, 2000 is 4.80%.                                  21,700      21,700
State of Ohio Water Development Authority Solid Waste
   Revenue Bonds, maturing on July 2, 2032.  The
   variable interest rate is tied to the bank's tax
   exempt weekly interest rate.  The rate at
   June 30, 2000 is 4.85%.                                  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%.                                    252,000     252,000
Other                                                       10,419       9,957
                                                          --------    --------
                                                           333,119     332,657
Less:  Current Maturities                                   27,211       5,314
                                                          --------    --------
                                                          $305,908    $327,343
                                                          ========    ========

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

Note 4 -- Shareholders' Equity                    6/30/00  12/31/99
                                                 --------  --------
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)
      2000 - 63,082,626 shares
      1999 - 63,082,626 shares
   Stated Capital                                  53,064    53,064
   Other paid-in capital                          258,347   258,287
Less cost of Common Stock in treasury
      2000 - 2,496,472 shares
      1999 - 1,886,537 shares                      49,129    38,152
                                                 --------  --------
                                                 $262,282  $273,199
                                                 ========  ========

<TABLE>
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      Income         Stock       Total
                                             -------   --------   --------     ----------    --------   ----------
                                                                    (Thousands of dollars)
<S>                                          <C>       <C>        <C>            <C>         <C>        <C>
Balance December 31, 1999                    $53,064   $258,287   $836,916       ($64,134)   ($38,152)  $1,045,981

Net Income                                                          37,280                                  37,280
Foreign currency translation adjustment                                           (15,156)                 (15,156)
                                                                                                        ----------
Total comprehensive income                                                                                  22,124

Dividends  - $.36 per share                                        (21,957)                                (21,957)
Stock Options, employee benefit and dividend
  reinvestment plans:                                        60                               (10,977)     (10,917)
  Treasury - acquired 641,200 shares, net
                                             -------   --------    --------     ----------   --------   ----------
Balance June 30, 2000                        $53,064   $258,347    $852,239      ($79,290)   ($49,129)  $1,035,231
                                             =======   ========    ========     ==========   ========   ==========

The total comprehensive income for the three months ended June 30, 2000 and 1999 was $10,927,000 and
$8,150,000, respectively.  Total comprehensive income for the six months ended June 30, 1999 was $11,180,000.
</TABLE>

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

Note 5 -- Impairment and Restructuring Charges

In March 2000, the company announced an acceleration of its global
restucturing to position itself for profitable growth, streamline
operations, reduce costs and improve European profitability.  This
restructuring is expected to save the company approximately $35 million
annually before taxes by the end of 2001.  Employee severance, exit costs,
non-cash impairment and reorganization charges of an estimated $55 million
before taxes are expected to be recorded over the next one to two years.
Of this amount, approximately $35 million is anticipated as impairment
and restructuring charges, and the remaining $20 million will be
classified as either cost of products sold or selling, administrative
and general expense.

Of the $21.6 million recorded through June 2000, $18.1 million were
restructuring and impairment charges related to the global restucturing
acceleration.  In addition, reorganization expenses of $3.5 million were
recorded with $2.9 million related to bearing operations and $0.6 million
related to steel operations.

Impairment charges of $13.5 million reflected costs associated with the
consolidation of operations as well as abandoned acquisition, affiliation
and divestiture efforts.  The restructuring charges of $4.6 million primarily
relate to the severance costs associated with the future termination of 120
positions in Europe and the U.S.  Of the 120 positions to be terminated, 31
have exited as of June 30, 2000.  The remaining positions are expected to exit
by the end of the first quarter of 2001. Payments charged against the
restructuring liability through the end of the second quarter were $1.6 million,
resulting in an accrual balance of $3 million.

Key elements of the restructuring and impairment charges by industry through
June are as follows (in thousands of dollars):

                                      Bearing        Steel          Total
Restructuring:                       --------      ---------      ---------
Separation costs - operations        $  2,220      $   -          $   2,220
Separation costs - administration       1,898            419          2,317
Exit costs                                 38          -                 38
                                     --------      ---------      ---------
                                     $  4,156      $     419      $   4,575

Impaired assets:
Property, plant and equipment             764          8,526          9,290
Abandoned acquisitions                    214          4,002          4,216
                                     --------      ---------      ---------
                                     $    978      $  12,528      $  13,506
                                     --------      ---------      ---------
                                     $  5,134      $  12,947      $  18,081
                                     ========      =========      =========


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

Note 6 -- Income Tax Provision        Six Months Ended     Three Months Ended
                                     June 30     June 30   June 30     June 30
                                      2000        1999      2000        1999
                                    --------    --------  --------    --------
                 U.S.                         (Thousands of dollars)
                    Federal          $18,841     $17,455   $11,910      $8,349
                    State & Local        965       1,421       460         386
                 Foreign               7,190       2,790     3,933       1,925
                                     -------     -------   -------     -------
                                     $26,996     $21,666   $16,303     $10,660
                                     =======     =======   =======     =======

Taxes provided exceed the U.S. statutory rate primarily due to state and
local taxes and losses without current tax benefits.  The restructuring charges
are increasing the company's annualized income tax rate above 1999 levels due
to the inability to tax effect certain current foreign losses.

Note 7 -- Segment Information

(Thousands of Dollars)                 Six Months Ended     Three Months Ended
                                      June 30    June 30     June 30    June 30
Bearings                               2000       1999        2000      1999
                                     --------   --------    --------  --------
  Net sales to external customers    $936,408   $890,155    $466,034  $451,438
  Depreciation and amortization        42,093     41,003      20,806    20,517
  Earnings before interest and taxes   58,769     43,319      26,636    20,070
  Interest expense                    (12,069)   (10,503)     (6,536)   (5,423)
  Interest income                       1,211      1,203         599       755

Steel

  Net sales to external customers     442,646    371,314     227,229   184,661
  Intersegment sales                  106,914    103,643      51,332    48,265
  Depreciation and amortization        33,801     32,649      16,867    16,538
  Earnings before interest and taxes   19,526     18,279      16,735     7,250
  Interest expense                     (5,579)    (4,568)     (2,917)   (2,252)
  Interest income                       2,854      1,492       1,943       773

Profit Before Taxes

  Total EBIT for reportable segments   78,295     61,598      43,371    27,320
  Interest expense                    (14,693)   (13,525)     (7,471)   (6,869)
  Interest income                       1,109      1,148         560       721
  Intersegment adjustments               (435)     1,288       1,083     1,752
  Income before income taxes           64,276     50,509      37,543    22,924


<PAGE>
                                                                     9.

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

Results of Operations
- ---------------------

The Timken Company reported net sales of $693.3 million for the second
quarter of 2000, an increase of 9% from $636.1 million in 1999's second
quarter.  Net income increased by 72% to $21.2 million compared to
$12.3 million in the second quarter of 1999.  In the second quarter
of 2000, the company incurred total pretax charges of $4.8 million
related to the company's restructuring and reorganization.  These
charges included $3.3 million related to restructuring and impairment
charges and $1.5 million related to reorganization expenses, which were
reflected in the company's cost of products sold and selling,
administrative and general expenses for the quarter.

The increase in sales volume resulted from continued improvement in North
American industrial markets as well as strengthening demand in
international markets such as Latin America and Asia.  The North American
automotive industry remained strong through the quarter although the
heavy truck sector showed signs of weakening.

Gross profit was $142.5 million (20.6% of net sales) in the second quarter
of 2000, compared to $119.6 million (18.8% of net sales) in 1999's second
quarter.  The effect of higher sales volumes combined with a more
favorable product mix in industrial and aftermarket products contributed
to the increase.

Selling, administrative and general expenses were $91.1 million (13.1% of
net sales) in the second quarter of 2000, compared to $87.8 million
(13.8% of net sales) recorded in 1999's second quarter.  This increase
in total expenses resulted primarily from increased expenses for Timken
India Limited, in which the company acquired a majority interest in
March 1999, and reorganization expense related to the company's realignment
of businesses into global units.

Pursuant to the acceleration of the company's global restructuring
announced in March 2000, $21.6 million of the estimated $55 million pretax
charge was recorded in the first half of 2000.  The pretax charge
included $18.1 million in restructuring and impairment charges,
$12.5 million of which related to the impairment of domestic steel assets,
with the balance primarily being bearing severance expense.  Also included
was $3.5 million in reorganization expense, primarily selling, administrative
and general expenses related to the realignment of the bearing business
into global units.  The remainder of the impairment and restructuring
charges are anticipated to be recorded over the next three quarters,
with full impact of savings from these programs realized by the end of 2001.

<PAGE>
                                                                   10.

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

The restructuring is utilizing initiatives to improve competitiveness,
promote profitable worldwide growth and transform the company into
global business units.  These initiatives include rationalization of
plants and businesses to reduce asset intensity as well as streamlining
the management structure.  Of the 600 positions to be eliminated
worldwide, 120 have been identified, primarily in Europe and the U.S.,
with 31 actual terminations to date.  Payments charged against the
$4.6 million restructuring liability through the end of the second
quarter of 2000 were $1.6 million, resulting in an accrual balance
of $3 million.

Other income (expense) reflected higher expense in the second quarter
of 2000 due primarily to higher transactional foreign currency
exchange losses recorded in the second quarter of 2000 related to the
strength of the U.S. dollar and British pound against other weakened
currencies.

Bearings

Bearings' net sales were $466 million in the second quarter of 2000,
up 3.2% compared to $451.4 million recorded in the year-earlier period.
Sales increased as a result of the continued recovery of North American
industrial demand and strengthening in international markets such as
Asia and Latin America, which offset the softening of sales in the
North American rail and aerospace industries.

North American automotive sales were relatively flat compared to the
second quarter of 1999.  Although North American passenger car and
light truck markets remained strong through the second quarter, the
heavy truck industry showed signs of weakening.  Sales in the North
American industrial sector, which includes original equipment and
aftermarket, increased 13% from the year-ago period.  This continued
the upward trend begun in the first quarter of 2000, following weakened
industrial bearing sales during 1999.  Sales in Latin America were
higher by 24% and sales in Asia Pacific increased by 16%.  However,
aerospace and super-precision bearing sales in the second quarter of
2000 decreased 3% compared to the same period a year ago. In addition,
North American railroad sales declined by 13%.

Excluding Bearings' portion of the impairment and restructuring charge
as well as reorganization expense, Bearings' EBIT was $31.2 million,
up 55.2% from 1999's second quarter.  Including these charges,
Bearings' earnings before interest and income taxes (EBIT) for the
second quarter was $26.6 million, compared to $20.1 million in the
second quarter of 1999. One of the major factors contributing to this

<PAGE>
                                                                   11.

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

increase was the increased sales volume in the second quarter of 2000
compared to the same period a year-ago.  Additionally, there has been
a shift in the product mix attributable to the increased sales in the
industrial sector, which is related to increased production to cover
depleted dealer stock in construction and farm equipment as well as
the increase in aftermarket business fueled by the recovery in Latin
and North America.

Bearings' selling and administrative expenses in the second quarter of
2000 were higher than the year-ago quarter due primarily to the
increased expenses for Timken India Limited, in which the company
acquired a majority interest in March 1999, and reorganization expense.

Steel

Steel's net sales, including intersegment sales were $278.6 million in
the second quarter of 2000, an increase of 19.6% from the $232.9 million
recorded a year earlier.  Sales in the second quarter of 2000 were the
strongest since the second quarter of 1998.  The second quarter of 2000
reflected the continued strength in the automotive and bearings industries
and stronger sales in the industrial, aerospace, oil and service center
markets. Sales to oil country customers increased three times from a low
base in the second quarter of 1999 while service center sales increased
by more than 137%.  Sales to oil country and service center customers
were favorably impacted in the current quarter because of the increase
in oil prices, which has caused an increase in active oil rigs.  As a
result, the replenishment of distributor inventory has caused this
increase in sales.  In the second quarter of 1999, these customers
reduced excess inventories and sales were markedly depressed.  Sales to
external bearing customers were up by approximately 30%.  Industrial
sales increased almost 34%.  For automotive customers, second quarter
2000 sales of precision steel components were higher by about 10%
whereas alloy steel automotive sales decreased slightly by about 5%
from the second quarter of 1999.

Excluding Steel's portion of the impairment and restructuring charge and
reorganization expense, Steel's EBIT was $16.9 million, more than double
the EBIT in the second quarter of 1999. Steel's EBIT was $16.7 million in
the second quarter of 2000 compared to $7.3 million in 1999's second quarter.
Second quarter 2000 included impairment and restructuring charges related
primarily to administrative severance costs. Higher sales volume as well as
controlling of business costs in the second quarter more than offset the
effect of higher scrap prices and other manufacturing costs.

<PAGE>
                                                                   12.

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

Financial Condition
- -------------------
Total assets as shown on the Consolidated Condensed Balance Sheets
increased by approximately $69 million from December 31, 1999.  Inventory
balances at the end of the second quarter were higher compared to year-
end 1999 levels.  The number of days' supply in inventory increased by
three days to 111 days at June 30, 2000, compared to 108 days at
December 31, 1999.  Bearings' and Steel's inventories both increased
approximately three days.

As shown on the Consolidated Condensed Statement of Cash Flows, the
increase in inventories required $45 million of cash during the first six
months of 2000.  Accounts receivable increased by $71.9 million since
December 31, 1999, reflecting the higher level of sales in the first half
of 2000. The number of days' sales in receivables as of June 30, 2000,
increased approximately 1 day compared to December 31, 1999. Cash was
provided as a result of a $30.1 million increase in accounts payable and
accrued expenses due primarily to higher accruals for pension liabilities
related to the labor union agreement ratified in the first quarter of 2000
and an increase in amounts payable to suppliers.  Purchases of property,
plant and equipment used $57.1 million of cash in the first six months of
2000, below the $88.1 million spent during the same period in 1999.  The
company expects the level of spending to increase this year to support
industry leadership strategies and improvement in core businesses
incorporating growth and profitability.

The 32% debt-to-total-capital ratio at June 30, 2000, was higher than the
30.1% at year-end 1999.  Debt increased by $37.6 million during the first
six months of 2000 to $487.5 million at June 30, 2000.  In addition to
capital expenditures, cash was used to fund working capital, pay dividends
to shareholders, and buy back shares of common stock as authorized under
the company's 1998 common stock purchase plan.  Short-term borrowing and
issuance of medium-term notes should meet future cash needs that exceed cash
generated from operations. Total shareholders' equity decreased by approx-
imately $10.8 million since December 31, 1999.  The $37.3 million increase
in equity from net income was offset by the $15.1 million foreign currency
translation adjustment as well as the payment of approximately $22 million
in dividends and the $11 million net effect of transactions involving
the company's treasury shares of common stock.  The increase in the foreign
currency translation adjustment was mainly a result of the fluctuation in
exchange rates for currencies such as the British pound, Euro and Australian
and Canadian dollars.

<PAGE>
                                                                   13.

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

Other Information
- -----------------

The industry's antidumping duty orders covering imports of tapered roller
bearings from Japan, China, Hungary and Romania were reviewed by U.S.
government agencies to determine whether dumping and injury to the
domestic industry are likely to continue or recur if orders were to be
revoked.  These reviews commenced in April 1999, and the company has actively
participated in the proceedings.  In early June 2000, the U.S. International
Trade Commission (ITC) voted to revoke the antidumping orders on imports
of tapered roller bearings from Japan, Romania and Hungary.  The ITC
determined that revocation of the antidumping duty orders on tapered roller
bearings from those countries was not likely to lead to continuation or
recurrence of material injury to the domestic industry within a reasonably
foreseeable time.  The ITC upheld the antidumping duty order against China.
The company has filed an appeal of the ITC's decision regarding Japan.  If
following the revocation of the orders and contrary to the ITC's finding,
injurious dumping from these countries continues or recurs, the improved
conditions of trade of tapered roller bearings in the U.S., which resulted
from the existing orders, would deteriorate.  If injurious dumping does occur,
such dumping could have a material adverse effect on the company's business,
financial condition or results of operations.  The company would explore
alternatives to remedy this material adverse effect as the law provides for
expedited investigations in cases where an order was revoked as a result
of this review.

The ITC separately extended the antidumping duty orders on ball bearings
from Germany, France, Japan and several other countries.  These extended
orders should continue to provide the company's aerospace business with
fair competition for these products in the U.S.

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 income.  Foreign
currency gains and losses resulting from transactions and the translation
of financial statements are included in the results of operations.

Foreign currency exchange losses included in the company's operating
results for the first six months of 2000 totaled $0.6 million compared
to $7.1 million in the year-ago period.  The January 1999 devaluation
of the Brazilian Real contributed to 1999's foreign currency losses;
however, the company's operations in France and the United Kingdom

<PAGE>
                                                                   14.

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

recorded the most significant translation losses.  Also, in the first
half of 2000, the company recorded a foreign currency translation
adjustment of $15.1 million that reduced shareholders' equity compared
to a foreign currency translation adjustment of $17.7 million in the
first half of 1999.  Continued weakening currencies in many of the
countries in which the company operates caused the adjustments in the
first half of 2000.

During the second quarter of 2000, the company purchased 403,900 shares
of its common stock to be held in treasury as authorized under the
company's 1998 common stock purchase plan.  To date, 3.3 million shares
of the 4 million shares authorized have been purchased pursuant to the
plan.  The authorization to purchase shares under the 1998 plan expires
December 31, 2001.

In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletion (SAB) No. 101, "Revenue Recognition."  SAB No. 101
provides guidance on numerous revenue recognition issues and is required
to be adopted by the company in the fourth quarter of 2000.  The company
has not yet determined its effects, if any, on its operations or
financial position.

The statements set forth in this document that are not historical in
nature are forward-looking statements.  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)   changes in world economic conditions.  This includes, but is not
     limited to, the potential instability of governments and legal
     systems in countries in which the company conducts business and
     significant changes in currency valuations.

b)   the effects of changes in customer demand on sales, product mix, and
     prices.  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, in light of the ITC voting
     in June 2000 to revoke the antidumping orders on imports of tapered
     roller bearings from Japan, Romania and Hungary.

c)   competitive factors, including changes in market penetration, 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.

<PAGE>
                                                                   15.

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

d)   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 the cost and availability of
     raw materials and energy.

e)   the success of the company's operating plans, including its ability
     to achieve the benefits from its ongoing continuous improvement and
     rationalization programs; its ability to integrate acquisitions into
     company operations; the ability of recently acquired companies to
     achieve satisfactory operating results; its ability to maintain
     appropriate relations with unions that represent company associates
     in certain locations in order to avoid disruptions of business and its
     ability to successfully implement its new organizational structure.

e)   unanticipated litigation, claims or assessments.  This includes, but
     is not limited to, claims or problems related to product warranty
     and environmental issues.

f)   changes in worldwide financial markets to the extent they affect the
     company's ability or costs to raise capital, 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.

<PAGE>
                                                                 16.

Part II.  OTHER INFORMATION

Item 1.  Legal Proceedings

          Not applicable.

Item 2.  Changes in Securities

          Not applicable.

Item 3.  Defaults Upon Senior Securities

          Not applicable.

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

          Not applicable.

Item 5.  Other Information

          Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

          (a).  Exhibits

               10    Consulting agreement entered into with Robert L.
                     Leibensperger

               10.1  Consulting agreement entered into with John Schubach

               11    Computation of Per Share Earnings

               12    Computation of Ratio of Earnings to Fixed Charges

               27    Financial Data Schedule

         The company did not file any reports on Form 8-K during the three
         months ended June 30, 2000.


<PAGE>
                                                              17.

                            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       August 11, 2000         BY   /s/ W. R. Timken, Jr.
      ________________________    _______________________________
                                   W. R. Timken, Jr.,
                                   Director and Chairman;
                                   Chief Executive Officer



Date       August 11, 2000         BY   /s/ G. E. Little
      ________________________    _______________________________
                                   G. E. Little
                                   Senior Vice President - Finance

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>


                          EXHIBIT 10


                      CONSULTING AGREEMENT
                   ___________________________


This consulting agreement (hereinafter referred to as
"Agreement") is entered into as of the 1st day of May, 2000, by
and between Robert L. Leibensperger (hereinafter referred to as
"Consultant") and The Timken Company (hereinafter referred to as
"Company"), a corporation organized and existing under the laws
of the State of Ohio.

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

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

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

1.   In consideration of Consultant's services as hereinafter
     described, the Company agrees to pay Consultant a retainer at the
     rate of $50,000 per year to be paid quarterly on the last day of
     each calendar quarter beginning June 30, 2000.  The amount of the
     first payment shall reflect that this agreement was in effect for
     only two months of the quarter.

2.   The services to be performed by Consultant shall consist of
     the following: (1) provide counsel and advice to the Company on
     various matters from time to time as requested by the Chairman
     and CEO, the President and Chief Operating Officer or the Senior
     Vice President - Technology of the Company; (2) provide advice
     regarding the Company's use of technology and intellectual
     property and the Company's strategy relating thereto, including
     the Company's ongoing "technology stream" work; (3) continue his
     relationships with universities, customers and others in the
     bearing and steel industries and assist in developing
     relationships between those entities and the Senior Vice
     President - Technology or other appropriate officers of the
     Company; and (4) provide similar services to support the
     interests of the Company from time to time as requested by the
     Chairman and CEO, the President and Chief Operating Officer or
     the Senior Vice President - Technology of the Company.

3.   It is anticipated that Consultant will devote the equivalent
     of approximately 1-2 days per month to the performance of the
     services described above.  The days on which Consultant will
     perform services under this Agreement, and the number of hours
     devoted to the performance of such services on any given day,
     will be determined by Consultant in his sole discretion.

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

5.   Consultant agrees that he shall treat confidentially any
     material, non-public information, trade secrets, or proprietary
     data of the Company that he obtains during the course of
     performing his services under this Agreement.

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

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

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

9.   This Agreement shall be for a term of one year, terminating
     on April 30, 2001, provided, however, that either party may
     cancel and terminate this Agreement at any time by giving a
     thirty-day written notice to the other party of its the desire to
     do so.  Moreover, this Agreement will terminate immediately if
     Consultant dies, becomes permanently disabled, or breaches any
     material term of this Agreement.  If this Agreement is terminated
     prior to April 30, 2001, the quarterly payment to which
     Consultant would otherwise be entitled will be pro-rated based on
     the number of days the Agreement was in effect during the quarter
     in which the Agreement was terminated.  The provisions of
     Paragraphs 5 and 6 hereof shall continue in full force and effect
     notwithstanding the termination of this Agreement.

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

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


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

                              THE TIMKEN COMPANY

                              By: ________________________________

                                  ________________________________
                                  (Title)


                                  ________________________________
                                  Robert L. Leibensperger


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>


                         EXHIBIT 10.1


                      CONSULTING AGREEMENT
                   ___________________________


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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


                              THE TIMKEN COMPANY

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



                                ________________________________
                                John J. Schubach



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>

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

                                           Six Months Ended June 30   Three Months Ended June 30
                                              2000          1999          2000          1999
                                           ----------    ----------   -----------    -----------
<S>                                        <C>           <C>           <C>           <C>
BASIC
Average shares outstanding                 60,969,469    61,884,046    60,837,740    61,906,626
Net income                                    $37,280       $28,843       $21,240       $12,264

     Per share amount                           $0.61         $0.47         $0.35         $0.20
                                                =====         =====         =====         =====

DILUTED
Average shares outstanding                 60,969,469    61,884,046    60,837,740    61,906,626

Effect of dilutive securities based on the
  treasury stock method using the average
  market price if higher than the exercise
  price                                       201,645       238,513       266,108       318,169
                                           ----------    ----------    ----------    ----------
                                           61,171,114    62,122,559    61,103,848    62,224,795
Net income                                    $37,280       $28,843       $21,240       $12,264

     Per share amount                           $0.61         $0.46         $0.35         $0.20
                                                =====         =====         =====         =====
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>5
<FILENAME>0005.txt
<TEXT>

                                  EXHIBIT 12
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES


                                                 Three Months Ended
                                                June 30       June 30
                                                 2000          1999
                                               --------      --------
                                               (Thousands of Dollars)

Income before income taxes,
      extraordinary item and cumulative
      effect of accounting changes              $37,543       $22,924
Amortization of capitalized interest                612           608
Interest expense                                  7,471         6,869
Interest portion of rental expense                  651           532

                                               --------      --------
Earnings                                        $46,277       $30,933
                                               ========      ========

Interest                                        $ 7,910       $ 7,825
Interest portion of rental expense                  651           532
                                               --------      --------
Fixed Charges                                   $ 8,561       $ 8,357
                                               ========      ========

Ratio of Earnings to Fixed Charges                 5.41          3.70
                                               ========      ========

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>6
<FILENAME>0006.txt
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED BALANCE SHEET AND PROFIT & LOSS FINANCIAL STATEMENTS AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-END>                               JUN-30-2000
<CASH>                                           6,450
<SECURITIES>                                         0
<RECEIVABLES>                                  416,356
<ALLOWANCES>                                    10,199
<INVENTORY>                                    484,376
<CURRENT-ASSETS>                               935,912
<PP&E>                                       2,907,983
<DEPRECIATION>                               1,563,492
<TOTAL-ASSETS>                               2,509,972
<CURRENT-LIABILITIES>                          606,419
<BONDS>                                        305,908
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                       262,282
<OTHER-SE>                                     772,949
<TOTAL-LIABILITY-AND-EQUITY>                 2,509,972
<SALES>                                      1,379,054
<TOTAL-REVENUES>                             1,379,054
<CGS>                                        1,091,613
<TOTAL-COSTS>                                1,091,613
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              14,693
<INCOME-PRETAX>                                 64,276
<INCOME-TAX>                                    26,996
<INCOME-CONTINUING>                             37,280
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    37,280
<EPS-BASIC>                                       0.61
<EPS-DILUTED>                                     0.61


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
