TIMKEN CO, DEF 14A, 1995-03-09

TIMKEN CO
DEF 14A, 1995-03-09
BALL & ROLLER BEARINGS

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<PAGE> 1

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SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>

THE TIMKEN COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

THE TIMKEN COMPANY
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

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<PAGE> 2

TIMKEN
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Notice of
1995
Annual Meeting of
Shareholders
and
Proxy Statement

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THE TIMKEN COMPANY
Canton, Ohio, U.S.A.

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<PAGE> 3
TIMKEN
- --------------------------------------------------------------------------------
W. R. TIMKEN, JR. WORLDWIDE LEADER IN BEARINGS AND STEEL
Chairman - Board of Directors

March 8, 1995

Dear Shareholder:

The 1995 Annual Meeting of The Timken Company will be held on Tuesday, April
18, 1995, at ten o'clock in the morning at the corporate offices of the Company
in Canton, Ohio.

This year, you are being asked to act upon one matter recommended by your Board
of Directors. Details of this matter are contained in the accompanying Notice
of Annual Meeting and Proxy Statement.

Please read the enclosed information carefully before completing and returning
the enclosed proxy card. Returning your proxy card as soon as possible will
assure your representation at the meeting, whether or not you plan to attend.

I appreciate the strong support of our shareholders over the years and look
forward to a similar vote of support at the 1995 Annual Meeting.

Sincerely,

/s/ W. R. Timken, Jr.

W. R. Timken, Jr.

1835 Dueber Avenue, S.W.
THE TIMKEN COMPANY Canton, Ohio 44706-0927, U.S.A. Telephone: (216) 438-3000
<PAGE> 4
TABLE OF CONTENTS

PAGE

Chairman's Letter.................................................... 1

Notice of Annual Meeting............................................. 3

Proxy Statement...................................................... 4

Election of Directors.............................................. 4

Election of Class I Directors (Item No. 1)........................ 4

Information Concerning Nominees and Continuing Directors.......... 5

Beneficial Stock Ownership........................................ 8

Executive Compensation............................................. 10

Auditors........................................................... 20

General............................................................ 20

<PAGE> 5

THE TIMKEN COMPANY

CANTON, OHIO
------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------------

The Annual Meeting of Shareholders of The Timken Company will be held on
Tuesday, April 18, 1995, at 10:00 A.M., at 1835 Dueber Avenue, S.W., Canton,
Ohio, for the following purposes:

1. To elect three Directors to serve in Class I for a term of
three years.

2. To transact such other business as may properly come before
the meeting.

Holders of Common Stock of record at the close of business on February 20,
1995, are the shareholders entitled to notice of and to vote at the meeting.

PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD, WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING. For your convenience, a self-addressed envelope
is enclosed requiring no postage if mailed in the United States.

LARRY R. BROWN
Vice President and General Counsel

March 8, 1995

YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD.

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<PAGE> 6
THE TIMKEN COMPANY

PROXY STATEMENT

The enclosed proxy is solicited by the Board of Directors in connection with
the Annual Meeting of Shareholders to be held April 18, 1995, for the purpose
of considering and acting upon the matters specified in the foregoing Notice.

Financial and other reports will be submitted to the meeting, but it is not
intended that any action will be taken on these reports. The Board of
Directors is not aware that matters other than those specified in the foregoing
Notice will be brought before the meeting for action. However, if any such
matters should be brought before the meeting, the persons appointed as proxies
may vote or act upon such matters according to their judgment.

MAILING ADDRESS; MAILING AND NOTIFICATION DATES

The mailing address of the corporate offices of the Company is 1835 Dueber
Avenue, S.W., Canton, Ohio 44706-2798. The approximate date on which this
Proxy Statement and form of proxy will be first sent or given to shareholders
is March 10, 1995. In the event that proxy soliciting material for the 1996
Annual Meeting is sent to shareholders on approximately the same date in 1996,
the Company must be notified no later than November 11, 1995, of any
shareholder proposals to be presented at the 1996 Annual Meeting, if such
proposals are to be set forth in the 1996 proxy soliciting material.

ELECTION OF DIRECTORS
---------------------

The Company presently has twelve Directors who, pursuant to the Amended
Regulations of the Company, are divided into three classes with four Directors
in each Class. At the Board of Directors' meeting held on February 2, 1995,
the Board passed a resolution decreasing the number of Directors from twelve to
eleven effective as of the 1995 Annual Meeting. The decrease of one Director
was apportioned to Class I. At the 1995 Annual Meeting, three Directors will
be elected to serve in Class I for a three-year term to expire at the 1998
Annual Meeting. Under Ohio law and the Company's Amended Regulations,
candidates for Directors receiving the greatest number of votes shall be
elected.

If any nominee becomes unable, for any reason, to serve as a Director, or
should a vacancy occur before the election (which events are not anticipated),
the Directors then in office may substitute another person as a nominee or may
reduce the number of nominees to such extent as they shall deem advisable.

ITEM NO. 1
----------
ELECTION OF CLASS I DIRECTORS

The Board of Directors, by resolution at its February 2, 1995 meeting,
nominated the three individuals set forth below to be elected Directors in
Class I at the 1995 Annual Meeting to serve for a term of three years expiring
at the Annual Meeting in 1998 (or until their respective successors are elected
and qualified). All of the nominees have been previously elected as a Director
by the shareholders. Each of the nominees listed below has consented to serve
as a Director if elected. At its February 2, 1995 meeting, the Board passed a
resolution waiving its retirement policy for Mr. Anderson.

Unless otherwise indicated on any proxy, the persons named as proxies on the
enclosed proxy form intend to vote the shares the form represents for the
election of the nominees named below.

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<PAGE> 7
<TABLE>
The following table, based in part on information received from the
respective nominees and in part from the records of the Company, sets forth
information regarding each nominee as of January 26, 1995.

<CAPTION>
AGE; PRINCIPAL POSITION OR OFFICE; DIRECTOR
BUSINESS EXPERIENCE FOR LAST 5 YEARS; CONTINUOUSLY
NAME OF NOMINEE DIRECTORSHIPS OF PUBLICLY HELD COMPANIES SINCE
- --------------- ---------------------------------------- ------------
<S> <C> <C>
Robert Anderson 74, Chairman Emeritus and Former Chairman 1988
of the Board and Chief Executive Officer
of Rockwell International Corporation, a
multi-industry company applying advanced
technology to a wide range of products in
its aerospace, electronics, automotive,
and graphics businesses.
Director of: Foundation Health
Corporation; Optical Data Systems, Inc.

Ward J. Timken 52, Vice President. 1971
Previous position: Director - Human
Resource Development.

Charles H. West 60, Executive Vice President and 1984
President - Steel.
Previous position: Executive Vice
President - Steel.
</TABLE>

CONTINUING DIRECTORS

The remaining nine Directors, named below, will continue to serve in their
respective classes until their term expires. The following table, based in
part on information received from the respective Directors and in part from the
records of the Company, sets forth information regarding each continuing
Director as of January 26, 1995.

<TABLE>
<CAPTION>
AGE; PRINCIPAL POSITION OR OFFICE; DIRECTOR
BUSINESS EXPERIENCE FOR LAST 5 YEARS; TERM CONTINUOUSLY
NAME OF DIRECTOR DIRECTORSHIPS OF PUBLICLY HELD COMPANIES EXPIRES SINCE
- ---------------- ---------------------------------------------- ---------------- ------------
<S> <C> <C> <C>
Peter J. Ashton 59, Executive Vice President and April, 1995 1983
President - Bearings.
Previous position: Executive Vice
President - Bearings.

Stanley C. Gault 69, Chairman of the Board and Chief Executive April, 1997 1988
Officer of The Goodyear Tire and Rubber
Company, manufacturer and distributor of tires,
chemicals, polymers, plastic film and other
rubber products.
Previous position: Chairman of the Board
and Chief Executive Officer of Rubbermaid
Incorporated, manufacturer and distributor
of rubber and plastic products for consumer
and institutional markets.
Director of: Avon Products, Inc.;
International Paper Company; PPG Industries,
Inc.; Rubbermaid Incorporated;
The Goodyear Tire and Rubber Company.

</TABLE>
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<PAGE> 8
<TABLE>
<CAPTION>
AGE; PRINCIPAL POSITION OR OFFICE; DIRECTOR
BUSINESS EXPERIENCE FOR LAST 5 YEARS; TERM CONTINUOUSLY
NAME OF DIRECTOR DIRECTORSHIPS OF PUBLICLY HELD COMPANIES EXPIRES SINCE
- ---------------- ---------------------------------------------- ----------------- ------------
<S> <C> <C> <C>

J. Clayburn 66, Emeritus Dean and Professor April, 1996 1994
La Force, Jr. The John E. Anderson Graduate School of
Management, University of California, Los Angeles.
Previous positions: Acting Dean, Hong Kong
University of Science and Technology;
Dean, John E. Anderson Graduate School of
Management.
Director of: Eli Lilly and Company; Rockwell
International Corporation; Jacobs Engineering
Group, Inc.; The BlackRock Funds; Imperial
Credit Industries, Inc.; Payden & Rygel Investment
Trust; Provident Investment Counsel Mutual Funds.

Robert W. Mahoney 58, Chairman of the Board, President and April, 1996 1992
Chief Executive Officer of Diebold,
Incorporated,a company specializing in the
automation of self-service transactions,
security products, software and service for
its products.
Previous position: President and Chief
Executive Officer of Diebold, Incorporated.
Director of: Diebold, Incorporated; Sherwin-
Williams Co.

James W. Pilz 66, Retired Executive Vice President of April, 1996 1972
The Timken Company.

John M. Timken, Jr. 43, Private Investor. April, 1997 1986

W. R. Timken, Jr. 56, Chairman - Board of Directors. April, 1997 1965
Director of: Diebold, Incorporated;
The Louisiana Land & Exploration
Company; Trinova Corporation.

Joseph F. Toot, Jr. 59, President and Chief Executive Officer. April, 1996 1968
Previous position: President.
Director of: Rockwell International
Corporation.

Alton W. Whitehouse 67, Retired Chairman and Chief April, 1997 1986
Executive Officer of The Standard
Oil Company, principally producer
of domestic oil and natural gas.
Director of: Cleveland-Cliffs, Inc.
</TABLE>

-6-
<PAGE> 9
W. R. Timken, Jr. and Ward J. Timken are brothers and are cousins of John M.
Timken, Jr. The Board of Directors has an Audit Committee and a Compensation
Committee; it does not have a Nominating Committee since the Board as a whole
performs that function. Messrs. Robert W. Mahoney (Chairman), J. Clayburn
La Force, Jr. and John M. Timken, Jr. are the members of the Audit Committee,
which generally monitors the audit of the Company's financial statements
conducted by the auditors of the Company. Messrs. Robert Anderson, Stanley C.
Gault and Alton W. Whitehouse (Chairman) are the members of the Compensation
Committee, which establishes compensation for the Company's Officers and
determines incentive and performance awards. During 1994, there were five
meetings of the Board of Directors, two meetings of its Audit Committee and
four meetings of its Compensation Committee. All nominees for Director and all
continuing Directors attended 75 percent or more of the meetings of the Board
and its Committees which they were eligible to attend.

Effective July 1, 1994, each Director who served in 1994, who is not currently
an employee of the Company, was paid at the annual rate of $25,000 for services
as a Director, unless the Director waived all or a portion of the Director's
fee. Such Directors were paid at the annual rate of $20,000 for the first half
of 1994. Each Director serving at the time of the Annual Meeting of
Shareholders on April 19, 1994, who is not currently an employee of the
Company, received a grant of 200 shares of Common Stock under The Timken
Company Long-Term Incentive Plan following the meeting, and such Directors will
continue to receive annual grants of 200 shares of Common Stock under the Plan
following the Annual Meeting of Shareholders each year for so long as they
continue to serve as Non-employee Directors. Members of the Audit Committee
and the Compensation Committee received additional compensation at the rate of
$10,000 per year for the Committee Chairmen and $5,000 per year for each
regular Committee member unless the Director waived all or a portion of the
Committee fee. Any Director may elect to defer the receipt of all or a certain
specified portion of these fees based upon an Optional Deferment of Directors'
Fees Plan. Under this Plan, amounts deferred by a Director earn interest and
are payable to the Director in a lump sum on the date previously elected by him
or in installment payments beginning when the Director ceases to be a Director.
Directors who are employees of the Company receive no separate fees as
Directors of the Company.

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<PAGE> 10

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table shows, as of January 26, 1995, the beneficial ownership of
Common Stock of the Company by each continuing Director and nominee for
election as a Director, by the Chief Executive Officer (who is also a Director)
and the four other most highly compensated Executive Officers during 1994
(three of whom are also Directors), and by all continuing Directors, nominees
for Director and Officers as a group. Beneficial ownership of Common Stock has
been determined for this purpose in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934 and is based on the sole or shared power to
vote or direct the voting or to dispose or direct the disposition of Common
Stock. Beneficial ownership as determined in this manner does not necessarily
bear on the economic incidents of ownership of Common Stock.

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP OF
COMMON STOCK
------------------------------------------------------------
SOLE VOTING
OR SHARED VOTING
INVESTMENT OR INVESTMENT AGGREGATE PERCENT OF
NAME POWER POWER AMOUNT CLASS
- ------------------------- ---------- ------------- ----------- ----------
<S> <C> <C> <C> <C>

Robert Anderson 1,400 1,000 2,400 *

Peter J. Ashton 102,298(1) --- 102,298(1) *

Stanley C. Gault 8,400 --- 8,400 *

Donald L. Hart 46,287(1) --- 46,287(1) *

J. Clayburn La Force, Jr. 1,228 --- 1,228 *

Robert W. Mahoney 1,512 --- 1,512 *

James W. Pilz 11,516(1) --- 11,516(1) *

John M. Timken, Jr. 164,036 149,914(2) 313,950(2) 1.0

Ward J. Timken 154,284(1) 3,316,407(2) 3,470,691(1)(2) 11.2

W. R. Timken, Jr. 92,886(1) 3,799,577(2) 3,892,463(1)(2) 12.5

Joseph F. Toot, Jr. 174,477(1) 100 174,577(1) *

Charles H. West 91,419(1) 300 91,719(1) *

Alton W. Whitehouse 4,400 --- 4,400 *

All Directors, Nominees 1,039,824(1) 3,946,123 4,985,947(1) 15.8
for Director and
Officers as a
Group(3)

-8-
<PAGE> 11
<FN>

*Percent of class is less than 1%.

(1) Includes shares which the individual or group named in the table has
the right to acquire, on or before March 27, 1995, through the exercise
of stock options pursuant to the 1985 Incentive Plan and the Long-Term
Incentive Plan, as follows: Peter J. Ashton - 85,600; Donald L. Hart -
31,275; James W. Pilz - 6,000; Ward J. Timken - 675; W. R. Timken, Jr.
- 5,000; Joseph F. Toot, Jr. - 144,450; Charles H. West - 64,000; all
Directors, Nominees and Officers as a Group - 476,593. Such shares have
been treated as outstanding for the purpose of calculating the
percentage of the class beneficially owned by such individual or group,
but not for the purpose of calculating the percentage of the class
owned by any other person.

(2) Includes shares for which another individual named in the table is also
deemed to be the beneficial owner, as follows: John M. Timken, Jr. -
22,406; Ward J. Timken - 3,298,796; W. R. Timken, Jr. - 3,321,202.

(3) The number of shares beneficially owned by all Directors, nominees for
Directors and Officers as a group has been calculated to eliminate
duplication of beneficial ownership.
</TABLE>

Members of the Timken family, including Messrs. John M. Timken, Jr., Ward J.
Timken and W. R. Timken, Jr., have in the aggregate sole or shared voting power
with respect to at least an aggregate of 5,879,433 shares (18.9%) of Common
Stock. The members of the Timken family identified in the table are not deemed
to be the beneficial owners of all such shares. The Timken Foundation of
Canton, 236 Third Street, S.W., Canton, Ohio 44702, holds 2,623,972 of these
shares, representing 8.4% of the outstanding Common Stock. Messrs. Ward J.
Timken, W. R. Timken, Jr. and Don D. Dickes are trustees of the Foundation and
share the voting and investment power.

Participants in the Company's Savings and Investment Pension Plan have
voting power over an aggregate of 2,850,487 shares (9.2%) of Common Stock of
the Company.

A filing with the Securities and Exchange Commission dated February 10,
1995, by The State Teachers Retirement Board of Ohio, 275 East Broad Street,
Columbus, Ohio 43215, indicates that this entity has or shares voting or
investment power over 1,839,339 shares (5.9%) of the Company's outstanding
Common Stock.

A filing with the Securities and Exchange Commission dated February 10,
1995, by Brinson Partners, Inc., 209 South LaSalle, Chicago, Illinois 60604,
indicates that this entity and its affiliated companies have or share voting or
investment power over 2,070,000 shares (6.7%) of the Company's outstanding
Common Stock.

-9-
<PAGE> 12
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
--------------------------
<TABLE>

The following table sets forth information concerning 1992, 1993 and 1994
compensation for the Company's Chief Executive Officer and the four other most
highly compensated Executive Officers who were Executive Officers during 1994.

<CAPTION>
ANNUAL LONG TERM
COMPENSATION COMPENSATION
---------------------- --------------------------
AWARDS
--------------------------
(B) (C)
RESTRICTED SECURITIES ALL
NAME AND (A) STOCK UNDERLYING OTHER
PRINCIPAL POSITION YEAR SALARY BONUS AWARD(S) OPTIONS COMP
($) ($) ($) (#) ($)
- ----------------------------- ---- ---------- -------- ---------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Joseph F. Toot, Jr. (D) 1994 596,223 (E) 366,000 196,000 25,000 27,082
President and 1993 536,625 0 0 20,000 44,236
Chief Executive Officer 1992 498,673 0 0 23,100 44,345

W. R. Timken, Jr. 1994 534,200 (E) 327,000 56,550 25,000 24,265
Chairman - Board of 1993 480,625 0 0 20,000 41,706
Directors 1992 433,622 0 0 23,100 41,140

Peter J. Ashton 1994 401,275 (E) 150,000 112,400 13,000 15,850
Executive Vice President 1993 355,534 0 0 11,000 33,962
and President - Bearings 1992 321,882 0 0 11,100 33,648

Charles H. West 1994 362,843 (E) 190,000 88,300 12,000 16,483
Executive Vice President 1993 317,019 0 0 10,000 34,317
and President - Steel 1992 287,692 0 0 9,600 34,030

Donald L. Hart 1994 270,562 130,000 44,200 6,400 12,286
Vice President - Bearings - 1993 222,335 0 0 5,700 10,038
North and South America 1992 197,221 0 0 4,500 9,642

<FN>
(A) Figures shown reflect lump sum payments in lieu of 1 week accrued vacation
as follows:
Mr. Toot:
---------
1994 - $7,473, 1993 - $9,750, 1992 - $9,173.
Mr. Timken:
-----------
1994 - $6,700, 1993 - $8,750, 1992 - $7,789.
Mr. Ashton:
-----------
1994 - $5,025, 1993 - $6,471, 1992 - $5,798.
Mr. West:
---------
1994 - $4,510, 1993 - $5,769, 1992 - $5,192.
Mr. Hart:
---------
1994 - $3,479, 1993 - $4,106, 1992 - $3,721.
Beginning January 1, 1995, the vacation allowance for executives will be
reduced by 1 week with a corresponding increase made to base salary.

-10-

<PAGE> 13
(B) The amounts shown are dividend equivalents earned as described in
footnote A of the Option Grants in Last Fiscal Year Table. Dividend
equivalents are not traditional restricted stock but deferred shares with
no voting rights or statutory dividend rights. The deferred shares are
subject to forfeiture until issued to the optionee, which occurs after 4
years provided the optionee remains in the continuous employ of the
Company or a subsidiary. In addition, they may vest earlier than 4 years
in the event of retirement, disability or death. The dollar value of the
deferred shares earned is equal to the total amount per share of cash
dividends paid on outstanding Common Shares during the calendar year 1994
multiplied by the number of Common Shares subject to outstanding options
plus unvested deferred shares. In 1994, the total cash dividend paid on
outstanding Common Shares was $1 per share. The numbers of deferred
shares earned in 1994 were as follows: Mr. Toot: 5,600 shares; Mr.
Timken: 1,616 shares; Mr. Ashton: 3,211 shares; Mr. West: 2,523 shares
and Mr. Hart: 1,263 shares.

(C) The amounts shown in this column have been derived as follows:
Mr. Toot:
---------
1994 - $7,392, 1993 - $7,195, 1992 - $6,982 annual Company contribution
to the Savings and Investment Pension Plan (SIP Plan).
1994 - $19,690, 1993 - $17,041, 1992 - $17,363 annual Company
contribution to the Post Tax Savings and Investment Pension Plan (Post
Tax SIP Plan).
1993 - $20,000, 1992 - $20,000 Director's fees.
Mr. Timken:
-----------
1994 - $7,392, 1993 - $7,195, 1992 - $6,982 annual Company contribution
to the SIP Plan.
1994 - $16,873, 1993 - $14,511, 1992 - $14,158 annual Company
contribution to the Post Tax SIP Plan.
1993 - $20,000, 1992 - $20,000 Director's fees.
Mr. Ashton:
-----------
1994 - $7,392, 1993 - $7,195, 1992 - $6,982 annual Company contribution
to the SIP Plan.
1994 - $8,458, 1993 - $6,767, 1992 - $6,666 annual Company contribution
to the Post Tax SIP Plan.
1993 - $20,000, 1992 - $20,000 Director's fees.
Mr. West:
---------
1994 - $7,392, 1993 - $7,195, 1992 - $6,982 annual Company contribution
to the SIP Plan.
1994 - $9,091, 1993 - $7,122, 1992 - $7,048 annual Company contribution
to the Post Tax SIP Plan.
1993 - $20,000, 1992 - $20,000 Director's fees.
Mr. Hart:
---------
1994 - $7,392, 1993 - $7,195, 1992 - $6,982 annual Company contribution
to the SIP Plan.
1994 - $4,894, 1993 - $2,843, 1992 - $2,660 annual Company contribution
to the Post Tax SIP Plan.

(D) Mr. Toot was elected to the position of Chief Executive Officer on August
7, 1992.

(E) Includes a $20,000 one-time roll-in to annual salary, which was due to
the elimination of the payment of Directors' fees for employee Directors.
Prior to 1994, this fee was paid separately to employee Directors on an
annual basis and is included in the table above for 1992 and 1993 under
All Other Comp.
</TABLE>

-11-
<PAGE> 14
OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
The following table sets forth information concerning stock option grants
made to the individuals named in the Summary Compensation Table during 1994
pursuant to The Timken Company Long-Term Incentive Plan approved by
shareholders on April 21, 1992.

<CAPTION> GRANT DATE
INDIVIDUAL GRANTS VALUE
- --------------------------------------------------------------------------------------- -------------
PERCENT
(A) OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO EXERCISE (B)
UNDERLYING EMPLOYEES OR BASE GRANT DATE
OPTIONS IN FISCAL PRICE EXPIRATION PRESENT VALUE
NAME GRANTED YEAR ($/SHARE) DATE ($)
- ------------------- ---------- ----------- --------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Joseph F. Toot, Jr. 25,000 9.5% $34.500 April 19, 2004 $232,500
W. R. Timken, Jr. 25,000 9.5% 34.500 April 19, 2004 232,500
Peter J. Ashton 13,000 5.0% 34.500 April 19, 2004 120,900
Charles H. West 12,000 4.6% 34.500 April 19, 2004 111,600
Donald L. Hart 6,400 2.4% 34.500 April 19, 2004 50,112

<FN>
(A) Options granted in 1994 are exercisable starting 12 months after the date
granted, with 25% of the options covered thereby becoming exercisable at
that time and with an additional 25% becoming exercisable on each
successive anniversary date. The options granted in 1994 provide for
the crediting to the optionee of dividend equivalents in the form of
Company Common Stock, but only when total net income per share of the
outstanding Common Stock is at least 200 percent of the total amount of
cash dividends paid per share during the calendar year. The agreements
pertaining to these options also provide that such options will become
exercisable in full in the event of a change in control, as defined in
such agreements, of the Company. If, following a change in control, the
optionee's employment is terminated, all dividend equivalents are also
vested.

For additional information about dividend equivalents, refer to Footnote
A of the Summary Compensation Table.

(B) The rules on executive compensation disclosure issued by the Securities
and Exchange Commission authorize the use of variations of the Black-
Scholes option pricing model in valuing executive stock options. The
Company used this model to estimate grant date present value. In
applying this model, basic assumptions were made concerning variables
such as interest rates, stock price volatility and future dividend
yield, which are difficult to predict. In addition, the initial option
value was reduced to reflect vesting restrictions. This adjustment was
accomplished by discounting the initial Black-Scholes option value to
reflect estimates of annual executive turnover and the average vesting
period. There is, of course, no assurance that the value actually
realized by an executive will be at or near the estimated value, for the
actual value, if any, an executive may realize will depend on the excess
of the stock price over the exercise price on the date the option is
exercised. The Company does not advocate or necessarily agree that the
Black-Scholes model, even when coupled with discounting for vesting
restrictions, can properly determine the value of an option.

The following assumptions were used in establishing the Black-Scholes
value for Messrs. Toot, Timken, Ashton and West: (a) an option term of
10 years; (b) an interest rate of 7.1%, which is the interest rate for
a 10-year treasury bond on April 19, 1994; (c) volatility of .235
calculated using the quarter ending stock price for 5 years prior to the
grant date; and (d) dividend yield of 3.48%, the average amount paid
annually, over the 5 years prior to grant date. For Messrs. Toot,
Timken, Ashton, West and Hart, the following assumptions were used to
discount the initial Black-Scholes values for vesting restrictions:
(a) discount factor of 3% per year, the estimated annual turnover for
executives, and (b) an average vesting period of 2.5 years.

The Black-Scholes assumptions were modified for Mr. Hart due to his age.
Mr. Hart's options are expected to expire in 6.1 years as opposed to 10
years, and the interest rate was reduced to 6.76% from 7.1%.

</TABLE>
-12-
<PAGE> 15
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

The following table sets forth information with respect to unexercised
stock option grants for the individuals named in the Summary Compensation Table
under The 1985 Incentive Plan of The Timken Company or The Timken Company
Long-Term Incentive Plan.

Shares (A) (B)
Acquired Number of Securities Value of Unexercised
On Value Underlying Unexercised In-The-Money Options
Exercise Realized Options at Fiscal Year-End At Fiscal Year-End
(#) ($) (#) ($)
----------------------------- ------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ----------------- ----------- -------- ----------- ------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Joseph F. Toot, Jr. 2,000 $ 20,875 136,475 59,525 $436,918 $228,143
W. R. Timken, Jr. 11,550 56,306 5,000 51,550 20,000 152,381
Peter J. Ashton 0 0 81,775 30,625 395,643 114,468
Charles H. West 12,000 139,500 60,675 27,625 196,112 101,187
Donald L. Hart 0 0 29,725 14,475 94,593 50,968

<FN>
(A) The value realized on the exercise of options is based on the difference
between the exercise price and the fair market value of the Company's
Common Stock on the date of exercise.

(B) Based on the difference between the exercise price and the closing stock
price on the New York Stock Exchange at year end.
</TABLE>

<TABLE>
PENSION PLAN TABLE

The following table shows the estimated annual retirement benefits for
Executive Officers in the earnings and years of service combinations
indicated. Amounts shown in the table are developed assuming retirement at
age 62 and Final Average Earnings equal to Remuneration in 1994.

<CAPTION>
YEARS OF SERVICE (A) (B)
---------------------------------
REMUNERATION 30 35 40
(C) -------- -------- --------
------------
<S> <C> <C> <C>
$ 300,000 $165,375 $192,938 $220,500
400,000 220,500 257,250 294,000
500,000 275,625 321,563 367,500
600,000 330,750 385,875 441,000
700,000 385,875 450,188 514,500
800,000 441,000 514,500 588,000
900,000 496,125 578,813 661,500
1,000,000 551,250 643,125 735,000
1,100,000 606,375 707,438 808,500
1,200,000 661,500 771,750 882,000

<FN>
(A) Amounts in this section of the table have been developed in accordance
with the provisions of the retirement plan and individual agreements based
upon a straight life annuity, not under any of the various survivor
options and before adjustment for Social Security benefits (officers'
benefits are subject to Social Security offsets). These amounts have
been determined without regard to the maximum benefit limitations for
defined benefit plans and the limitations on compensation imposed by the
Internal Revenue Code of 1986, as amended. The Board of Directors has
authorized a supplemental retirement plan and individual agreements that
direct the payment out of general funds of the Company of any benefits
calculated under the provisions of the applicable retirement plan that
may exceed these limits.

-13-
<PAGE> 16
(B) The credited years of service as of December 31, 1994, for the
individuals listed in the Summary Compensation Table are 32 for Mr.
Toot, 32 for Mr. Timken, 42 for Mr. Ashton, 40 for Mr. West and 38 for
Mr. Hart. There is no incremental benefit level for years of service
in excess of 40.
(C) Plan benefits are based upon average earnings, including any cash bonus
plan awards for the highest five consecutive years of the ten years
preceding retirement ("Final Average Earnings"). For the years prior to
1994, only fifty percent of any cash bonus plan award is included in the
calculation of average earnings.

</TABLE>

CHANGE IN CONTROL SEVERANCE AGREEMENTS

The Company is a party to Severance Agreements with 12 of its officers and
2 officers of a subsidiary (including all of those individuals named in the
Summary Compensation Table). Under these Agreements, an individual to whom
certain events occur, such as a reduction in responsibilities or termination of
employment, following a change in control (as defined in the Agreements), will
be entitled to receive payment in an amount, grossed up for any excise taxes
payable by the individual, equal to three times the individual's annual salary
and average Management Performance Plan award based upon the past three years'
payments plus a lump sum of amounts owing under the Company's supplemental
retirement plan (assuming the individual continued to work until three years
after the change in control). The individual would also receive certain
benefits under the SIP Plan. The amounts payable under these Severance
Agreements are secured by a trust arrangement.

CHANGE IN CONTROL SEVERANCE PAY PLAN

The Company has implemented a Severance Pay Plan covering approximately
ninety key associates (other than those that are party to Severance
Agreements). Under the Severance Pay Plan, an individual whose employment is
terminated following a change in control (as defined in the Plan) may be
entitled to receive payment in an amount equal to 150% to 200% of the
individual's annual base salary (depending upon length of service), grossed up
for any excise taxes payable by the individual, and may also have certain
benefits continued for a period of six months. The Company has created a trust
arrangement to provide funds for the enforcement of the Severance Pay Plan.

-14-
<PAGE> 17
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee (the "Committee") of the Board of Directors is
composed of Robert Anderson, Stanley C. Gault and Alton W. Whitehouse,
Chairman. No member of the Committee is a former or current officer or
employee of the Company or of any of its subsidiaries.

COMPENSATION PHILOSOPHY

The Company's compensation philosophy focuses on both short and long-term
incentive programs that, when added to base salary, provide a total
compensation package that will enable the Company to attract and retain
superior quality executive officers. This approach is intended to enhance
Company performance and shareholder value by tying in closely the financial
interests of executive officers and senior managers with those of shareholders.
Specifically, the Committee's philosophy includes these three primary
ingredients:

- Provide sufficient opportunity in total direct compensation that enables
the Company to attract, retain and motivate superior quality executive
management.

- Establish base salaries for executive management based upon market data
from a peer group of companies.

- Link the financial interests of executive management with those of
shareholders, with short and long-term incentive plans tied to corporate,
business unit and individual performance.

The Company, with the Committee's guidance and approval, has developed a
compensation program based on this philosophy for executive officers, including
the Chief Executive Officer and the other named executive officers. This
program has three components: base salary, performance bonus and long-term
incentives. Base salaries, on average, are administered at or slightly below
the market median. The Company relies on its performance bonus and long-term
incentive awards, tied directly to individual, business unit and corporate
performance, to provide total direct compensation at the desired level. The
Committee determines specific compensation actions for the Chief Executive
Officer and considers and acts upon recommendations made by the Chief Executive
Officer regarding compensation of other executive officers and key associates.

In 1994, the Company conducted a review of total direct compensation paid
by companies having, in general, net sales from $1-4 billion dollars and which
are comparable for compensation purposes. Total direct compensation includes
base salary, performance bonus and long-term incentives. The Company compared
total direct compensation opportunity provided to executive officers to median
total direct compensation for the selected companies as reported in the 1994
Towers Perrin and Management Compensation Services ("Project 777") executive
compensation surveys. Following completion of this analysis and development of
proposed base salary ranges, an independent compensation consultant reviewed
the findings. The Compensation Committee approved revised base salary ranges
for some officers.

The Compensation Committee has reviewed the impact of section 162(m) of
the Internal Revenue Code, which went into effect on January 1, 1994. No
executive exceeded the $1 million limit on deductible compensation during
1994. However, the Committee approved a policy whereby an executive officer
may enter into an agreement to defer any compensation that exceeds the $1
million limit. Amounts deferred will be credited with interest quarterly at
the prime rate in effect on the last day of the calendar quarter plus 1%. This
policy will become effective for years beginning with 1995.

-15-
<PAGE> 18

BASE SALARY

Base salary ranges are developed to reflect the varying levels of
responsibility of the Chief Executive Officer and other executive officers.
The current ranges are based on external surveys and in consultation with an
independent compensation consultant. Base salary ranges generally are
equivalent to amounts paid to senior managers with comparable responsibilities
for the companies studied. Periodically, the Committee reviews with the Chief
Executive Officer and the Vice President - Human Resources & Logistics and
approves, with any modifications it deems appropriate, individual base salary
amounts for executive officers based on individual performance and position in
the salary range.

The companies included in the surveys used to develop base salary ranges
are not the same companies used in the peer group index appearing in the
performance graph. For compensation purposes, the Company uses surveys of
companies of similar size because this is the employment market in which it
competes. The performance graph, on the other hand, employs a peer index
comprised of the Dow Jones Steel Index and seven bearing companies that are
direct competitors of the Company's Bearing Business. Of the seven bearing
companies, five are foreign companies. The reason for selecting the companies
in the peer index had no relationship to compensation comparisons, where the
Company seeks to look at other companies of similar size that are more
representative of the employment market for executive management whether or not
they are in the bearing or steel business.

Effective January 1, 1994, base salary for those officers who presently
serve as directors of the Company was increased by $20,000 on a one-time basis.
This resulted from a determination by the Board, upon recommendation of the
Committee, that, effective January 1, 1994, directors who are employees of the
Company would not be paid a separate director's fee. These officers had been
receiving a yearly director's fee of $20,000. Effective January 1, 1995, the
vacation allowance for executives will be reduced by 1 week with a
corresponding 1.9% increase made to base salary.

PERFORMANCE BONUS

The Company's Management Performance Plan provides cash bonuses to be paid
to executive officers and senior managers based principally on the achievement
of specific operating performance goals established annually by the Committee
and thereafter approved by the Board. Management recommends performance goals
to the Committee based upon business plans approved by management and reviewed
with the Board of Directors.

In 1994, the Management Performance Plan provided for target bonus
opportunities for executive officers that ranged from 35 to 55 percent of base
salary, though amounts could vary above and below that range depending upon
company and business unit performance (including financial and non-financial
measures) and individual accomplishment. Bonus opportunities for the Chairman
of the Board and the Chief Executive Officer were based upon the attainment of
corporate goals and individual performance, with bonus opportunities for the
other executive officers based on a combination of corporate, business unit and
individual performance. The Company requires a minimum level of earnings to
fund any bonuses. Beginning in 1994, the Plan's performance measurements
consider Return on Invested Capital defined as Earnings Before Interest and
Taxes as a percentage of Beginning Invested Capital (EBIT/BIC). This return on
invested capital measure was selected due to its demonstrated correlation with
the creation of shareholder value, the ability to be easily understood and
widely applied as well as facilitating appropriate target setting.

Significant improvements were made in all areas during 1994. Corporate
and business unit EBIT/BIC substantially exceeded 1993 levels. In addition,
in 1994 emphasis was placed on four key areas: sales growth, earnings growth,
cash flow and recruitment and development of associates. To determine
individual bonus payments, accomplishments of specific EBIT/BIC targets at the
corporate and business unit levels were considered. In addition, discretionary
adjustments were made by the Committee for achievements in the other key areas
mentioned. Finally, individual performance was used to adjust individual bonus
amounts. This resulted in cash bonus payments for the executive officers that
ranged from 27% to 60% of base salary in effect on November 1, 1994.

-16-
<PAGE> 19
At its December meeting, the Board approved the goals set by the Committee
for the Management Performance Plan for 1995. In addition to corporate and
business unit EBIT/BIC goals, four key areas of emphasis have been selected for
1995. These are Accelerated Continuous Improvement implementation, improved
relationship with and performance for customers, elimination of bureaucracy
that impedes the progress for satisfying customers and shareholders, and cash
flow. Target bonus opportunity for executive officers in 1995 will range from
35 to 55 percent of base salary. The target will be adjusted for achievement
of the specific EBIT/BIC goals and discretionary adjustments will be made by
the Committee for the achievement of the other areas of emphasis mentioned
above.

LONG-TERM INCENTIVES

The Committee recommended and the shareholders approved the Company's
Long-Term Incentive Plan at the Annual Meeting on April 21, 1992. The number
of shares that may be issued or transferred under the Plan may not exceed in
the aggregate 1,400,000 shares of Common Stock. Although awards under the Plan
can be made in the form of non-qualified stock options, incentive stock
options, appreciation rights, restricted shares and deferred shares, the
Committee has chosen to grant primarily non-qualified stock options. The
option price per common share must be equal to or greater than the market value
per share on the date of the grant. For grants to executive officers and the
Chief Executive Officer, the Committee has granted non-qualified stock options
with an option price at market value on the date of grant. The use of
non-qualified stock options enables executive officers and other participants
to gain value if the Company's shareholders gain value. Moreover, this Plan
provides a mechanism for incentives to participants even in years when no
payout is made under the Management Performance Plan. Under the Long-Term
Incentive Plan, no incentive stock options or appreciation rights have been
granted to any Plan participant and no deferred shares or restricted shares
have been granted to executive officers with the exception of an executive
officer who received a grant of deferred shares when he was rehired by the
Company in March, 1993, after holding an executive position in state
government.

Awards under the Long-Term Incentive Plan are considered annually. On
April 19, 1994, the Committee approved a grant of non-qualified stock options
for the executive officers and key associates. The initial dollar value for
each participant's grant was determined by multiplying the midpoint of their
salary range by a position level multiple that ranged from .17 to 1.01. The
position level multiples were derived from the 1993 Towers-Perrin Long-Term
Incentive Survey, which reported data on over 13,000 incumbents and 400
long-term incentive plans. The number of stock options to grant was calculated
by dividing each participant's grant value by the present value of the
Company's stock options calculated using the Black-Scholes option pricing
model, as adjusted to reflect vesting restrictions. The results were then
multiplied by a grant adjustment of 55% to adjust to the number of shares
available under the Plan. After this initial determination, management
reviewed and revised as necessary the size of the proposed grant based on
individual performance. The Chief Executive Officer and the Vice President -
Human Resources and Logistics presented the recommended grants to the
Committee. The Committee reviewed and approved the grants considering the
formula, individual performance and the number of shares allocated to the Plan.

To drive the achievement of higher levels of earnings, the Long-Term
Incentive Plan has a dividend feature that provides additional compensation
when the Company achieves a specified level of earnings. This feature entitles
each participant in the Company's long-term incentive plans to receive dividend
equivalents payable in common shares on a deferred basis (called Deferred
Dividend Shares). Dividend equivalents are earned annually if net income per
share for the year exceeds 200 percent of the total amount of cash dividends
per share during the year. The dividend equivalent is calculated by
multiplying the cash dividend per share paid during the year earned times the
number of unexercised stock options plus any unvested Deferred Dividend Shares
held by each participant. The product is divided by the average closing price
of the Company's Common Stock as reported on the New York Stock Exchange for
the 10 days preceding December 31 to establish the number of Deferred Dividend
Shares that are credited to each participant. The Deferred Dividend Shares
vest 4 years from the date of grant if the associate is still in the employ of
the company, though they vest immediately upon retirement, disability or death.
The total number of Deferred Dividend Shares granted for 1994 was 39,117.

-17-
<PAGE> 20
CHIEF EXECUTIVE OFFICER COMPENSATION

The Chief Executive Officer's compensation is based upon the same factors
previously discussed with regard to the executive officer compensation
philosophy. The components making up his compensation include base salary,
performance bonus and long-term incentives. The base salary range for the
Chief Executive Officer is determined using survey data in the same manner as
for other executive officers. Mr. Toot's last increase was effective October
1, 1994, in the amount of 6.1%. His prior base salary increase was on August
1, 1992, when he was promoted to Chief Executive Officer.

The Chief Executive Officer's compensation is related to the Company's
performance through the Management Performance Plan and the Long-Term Incentive
Plan. The methodology used to calculate Mr. Toot's compensation under either
plan is the same as for other executive officers. Under Mr. Toot's leadership,
the Company has improved its operating results for 1994 in several key areas.
Return on invested capital, as measured by EBIT/BIC, grew from .5% in 1993 to
9.1% in 1994. Earnings growth, as measured by operating margin, grew from 1.2%
in 1993 to 7.2% in 1994 while sales grew to a record 1.9 billion dollars, 12%
above 1993 levels. The Company's performance against these measures, as well
as cash flow and recruitment and development of associates, resulted in a
performance bonus of $366,000 for Mr. Toot. The last performance bonus paid
to Mr. Toot and the other executive officers was for 1990 results. In May,
1994, Mr. Toot, along with the other executive officers, received non-qualified
stock options under the Long-Term Incentive Plan. Mr. Toot received options
for 25,000 shares as a result of the 1994 grant. On December 31, 1994, Mr.
Toot, along with the other executive officers, was credited with Deferred
Dividend Shares pursuant to the provisions of the Company's long-term incentive
plans. The Company's 1994 performance of $2.21 per share, exceeded 200 percent
of the cash dividends on the Company's Common Stock of $1 per share. Mr. Toot
was credited with 5,600 deferred shares, which will vest on December 31, 1998.

At its December meeting, the Committee conducted an evaluation of the
Chief Executive Officer's performance. As described above, results improved
significantly during 1994 in the areas of sales growth, earnings growth and
cash flow. In addition, the Company's five-year cumulative return has been
consistently above other steel and bearing companies reported in the peer index
and in 1994 closely matched the S&P 500 Index. The Committee noted that Mr.
Toot has effectively directed the Company to this improved level of
achievement. The Committee believes that Mr. Toot has fostered an environment
in which long-term objectives are achieved, thus supporting the Company's
leadership position in the tapered roller bearing and specialty alloy steels
markets.

Compensation Committee
Alton W. Whitehouse, Chairman
Robert Anderson
Stanley C. Gault

-18-
<PAGE> 21
<TABLE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG TIMKEN COMPANY, S&P 500 & PEER INDEX**

Assumes $100 invested on January 1, 1990, in Timken Company Common Stock, S&P
500 Index and Peer Index.

<CAPTION>
1990 1991 1992 1993 1994
------ ------ ------- ------- -------
<S> <C> <C> <C> <C> <C>
TIMKEN COMPANY $78.95 $92.26 $106.87 $139.95 $151.02
S&P 500 96.88 126.60 136.28 149.93 151.88
70% BEARING/30% STEEL 65.85 67.88 70.34 90.31 101.81

<FN>
*Total returns assumes reinvestment of dividends.
**Fiscal year ending December 31.
</TABLE>

The line graph compares the cumulative, total shareholder returns over five
years for The Timken Company, the S&P 500 Stock Index, and a peer index that
proportionately reflects The Timken Company's two businesses. The Dow Jones
Steel Index comprises 30% of the peer index and the remaining 70% is a self
constructed bearing index that consists of seven companies. These seven
companies are Brenco, FAG, Kaydon, Koyo, NSK, NTN, and SKF. The five
international bearing companies in the index are traded in Germany, Japan and
Sweden. The total returns for these markets equivalent to the S&P 500 Index
were $139.21, $56.28 and $197.01, respectively, with a $100 investment over
five years.

19
<PAGE> 22
AUDITORS

The independent accounting firm of Ernst & Young LLP has acted as the
Company's auditor for many years and has been selected as the auditor for the
current year. Representatives of that firm are expected to be present at the
Annual Meeting and will have an opportunity to make a statement, if they so
desire, and will be available to respond to appropriate questions.

GENERAL

On the record date of February 20, 1995, there were outstanding 31,074,850
shares of Common Stock, each entitled to one vote upon all matters presented to
the meeting.

The enclosed proxy is solicited by the Board of Directors, and the entire
cost of solicitation will be paid by the Company. In addition to solicitation
by mail, Officers and regular employees of the Company, without extra
remuneration, may solicit the return of proxies by telephone, telegraph or
personal contact. Brokerage houses, nominees, fiduciaries and other custodians
will be requested to forward soliciting material to the beneficial owners of
shares held of record by them and will be reimbursed for their expenses. The
Company has retained Georgeson & Co. to assist in the solicitation of proxies
for a fee not to exceed $9,500, plus reasonable out-of-pocket expenses.

Shares represented by properly executed proxies will be voted at the meeting
in accordance with the shareholders' instructions. In the absence of specific
instructions, the shares will be voted for the election of Directors as
indicated under Item No. 1.

You may, without affecting any vote previously taken, revoke your proxy by a
later proxy received by the Company, or by giving notice to the Company either
in writing or at the meeting.

First Chicago Trust Company of New York will be responsible for tabulating
the results of shareholder voting. First Chicago will submit a total vote
only, keeping all individual votes confidential. Representatives of First
Chicago will serve as inspectors of election for the Annual Meeting. Under
Ohio law and the Company's Amended Articles of Incorporation and Amended
Regulations, properly executed proxies marked "abstain" will be counted for
purposes of determining whether a quorum has been achieved at the Annual
Meeting but proxies representing shares held in "street name" by brokers that
are not voted will not be counted for quorum purposes. Such abstentions and
"broker non-votes" will not be counted in the election of Directors.

AFTER APRIL 1, 1995, THE COMPANY WILL FURNISH TO EACH SHAREHOLDER, UPON
WRITTEN REQUEST AND WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1994, INCLUDING FINANCIAL STATEMENTS
AND SCHEDULES THERETO, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
REQUESTS SHOULD BE ADDRESSED TO SCOTT A. SCHERFF, DIRECTOR - LEGAL SERVICES
AND ASSISTANT SECRETARY, THE TIMKEN COMPANY, 1835 DUEBER AVENUE, S.W. - GNE-01,
CANTON, OHIO 44706-2798.

-20-
<PAGE> 23
THE TIMKEN COMPANY

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints W.R. Timken, Jr., Joseph F. Toot, Jr., and
P Larry R. Brown, and each of them, as true and lawful proxies, with full
power of substitution, to vote and act for the undersigned at the
R Annual Meeting of shareholders of THE TIMKEN COMPANY to be held at
1835 Dueber Avenue, S.W., Canton, Ohio, on April 18, 1995, at 10:00
O A.M., and at any adjournment thereof, as fully as the undersigned
could vote and act if personally present on the matter set forth on
X the reverse hereof, and, in their discretion on such other matters as
may properly come before the meeting.
Y
ITEM 1. ELECTION OF DIRECTORS.

Elect Robert Anderson, Ward J. Timken, and Charles H. West in Class I
for a term expiring at the 1998 Annual Meeting.

PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND MAIL
PROMPTLY USING THE ENCLOSED ENVELOPE.
---------------
SEE REVERSE
SIDE
---------------

TIMKEN
PARKING: Shareholders attending the
meeting may park in the visitor lot
behind the Corporate Office building.

ANNUAL MEETING NOTE: If your shares are held in street
OF name, please bring a letter with you
SHAREHOLDERS from your broker stating as such to the
annual meeting.

April 18, 1995 [FIGURE 1: MAP OF MAJOR ROUTES TO THE
10:00 a.m. TIMKEN COMPANY]

Corporate Auditorium (C1G)
The Timken Company
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
Telephone: (216) 438-3000

[FIGURE 2: MAP OF CORPORATE AUDITORIUM AND VISITOR'S PARKING]

<PAGE> 24
THE TIMKEN COMPANY

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned instructs Society National Bank to appoint W.R. Timken,
P Jr., Joseph F. Toot, Jr., and Larry R. Brown, and each of them, as true
and lawful proxies, with full power of substitution, to vote and act
R for the undersigned at the Annual Meeting of shareholders of THE TIMKEN
COMPANY to be held at 1835 Dueber Avenue, S.W., Canton, Ohio, on April
O 18, 1995, at 10:00 A.M., and at any adjournment thereof, as fully as
the undersigned could vote and act if personally present on the matter
X set forth on the reverse hereof, and, in their discretion on such other
matters as may properly come before the meeting.
Y
ITEM 1. ELECTION OF DIRECTORS.

Elect Robert Anderson, Ward J. Timken, and Charles H. West in Class I
for a term expiring at the 1998 Annual Meeting.

PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE FOR THE
TIMKEN COMPANY -- LATROBE STEEL COMPANY SAVINGS AND INVESTMENT
PENSION PLAN AND MAIL IN THE ENCLOSED ENVELOPE.
---------------
SEE REVERSE
SIDE
---------------

TIMKEN
PARKING: Shareholders attending the
meeting may park in the visitor lot
behind the Corporate Office building.

ANNUAL MEETING NOTE: If your shares are held in street
OF name, please bring a letter with you
SHAREHOLDERS from your broker stating as such to the
annual meeting.

April 18, 1995 [FIGURE 1: MAP OF MAJOR ROUTES TO THE
10:00 a.m. TIMKEN COMPANY]

Corporate Auditorium (C1G)
The Timken Company
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
Telephone: (216) 438-3000

[FIGURE 2: MAP OF CORPORATE AUDITORIUM AND VISITOR'S PARKING]

<PAGE> 25
THE TIMKEN COMPANY

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Elect Robert Anderson, Ward J. Timken, and Charles H. West in Class I
for a term expiring at the 1998 Annual Meeting.

PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE FOR THE
TIMKEN COMPANY CAROLINA PENSION INVESTMENT PLAN AND MAIL IN THE
ENCLOSED ENVELOPE.
---------------
SEE REVERSE
SIDE
---------------

TIMKEN
PARKING: Shareholders attending the
meeting may park in the visitor lot
behind the Corporate Office building.

ANNUAL MEETING NOTE: If your shares are held in street
OF name, please bring a letter with you
SHAREHOLDERS from your broker stating as such to the
annual meeting.

April 18, 1995 [FIGURE 1: MAP OF MAJOR ROUTES TO THE
10:00 a.m. TIMKEN COMPANY]

Corporate Auditorium (C1G)
The Timken Company
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
Telephone: (216) 438-3000

[FIGURE 2: MAP OF CORPORATE AUDITORIUM AND VISITOR'S PARKING]

<PAGE> 26
THE TIMKEN COMPANY

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Elect Robert Anderson, Ward J. Timken, and Charles H. West in Class I
for a term expiring at the 1998 Annual Meeting.

PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE FOR THE
TIMKEN COMPANY VOLUNTARY INVESTMENT PENSION PLAN AND MAIL IN THE
ENCLOSED ENVELOPE.
---------------
SEE REVERSE
SIDE
---------------

TIMKEN
PARKING: Shareholders attending the
meeting may park in the visitor lot
behind the Corporate Office building.

ANNUAL MEETING NOTE: If your shares are held in street
OF name, please bring a letter with you
SHAREHOLDERS from your broker stating as such to the
annual meeting.

April 18, 1995 [FIGURE 1: MAP OF MAJOR ROUTES TO THE
10:00 a.m. TIMKEN COMPANY]

Corporate Auditorium (C1G)
The Timken Company
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
Telephone: (216) 438-3000

[FIGURE 2: MAP OF CORPORATE AUDITORIUM AND VISITOR'S PARKING]

<PAGE> 27
THE TIMKEN COMPANY

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Elect Robert Anderson, Ward J. Timken, and Charles H. West in Class I
for a term expiring at the 1998 Annual Meeting.

PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE FOR THE
LATROBE STEEL COMPANY VOLUNTARY INVESTMENT PROGRAM AND MAIL IN THE
ENCLOSED ENVELOPE.
---------------
SEE REVERSE
SIDE
---------------

TIMKEN
PARKING: Shareholders attending the
meeting may park in the visitor lot
behind the Corporate Office building.

ANNUAL MEETING NOTE: If your shares are held in street
OF name, please bring a letter with you
SHAREHOLDERS from your broker stating as such to the
annual meeting.

April 18, 1995 [FIGURE 1: MAP OF MAJOR ROUTES TO THE
10:00 a.m. TIMKEN COMPANY]

Corporate Auditorium (C1G)
The Timken Company
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
Telephone: (216) 438-3000

[FIGURE 2: MAP OF CORPORATE AUDITORIUM AND VISITOR'S PARKING]

<PAGE> 28
THE TIMKEN COMPANY

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Elect Robert Anderson, Ward J. Timken, and Charles H. West in Class I
for a term expiring at the 1998 Annual Meeting.

PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE FOR THE
LATROBE STEEL COMPANY KONCOR INVESTMENT PENSION PLAN AND MAIL IN
THE ENCLOSED ENVELOPE.
---------------
SEE REVERSE
SIDE
---------------

TIMKEN
PARKING: Shareholders attending the
meeting may park in the visitor lot
behind the Corporate Office building.

ANNUAL MEETING NOTE: If your shares are held in street
OF name, please bring a letter with you
SHAREHOLDERS from your broker stating as such to the
annual meeting.

April 18, 1995 [FIGURE 1: MAP OF MAJOR ROUTES TO THE
10:00 a.m. TIMKEN COMPANY]

Corporate Auditorium (C1G)
The Timken Company
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
Telephone: (216) 438-3000

[FIGURE 2: MAP OF CORPORATE AUDITORIUM AND VISITOR'S PARKING]

<PAGE> 29
THE TIMKEN COMPANY

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned instructs Wells Fargo Bank to appoint W.R. Timken, Jr.,
P Joseph F. Toot, Jr., and Larry R. Brown, and each of them, as true and
lawful proxies, with full power of substitution, to vote and act for
R the undersigned at the Annual Meeting of shareholders of THE TIMKEN
COMPANY to be held at 1835 Dueber Avenue, S.W., Canton, Ohio, on April
O 18, 1995, at 10:00 A.M., and at any adjournment thereof, as fully as
the undersigned could vote and act if personally present on the matter
X set forth on the reverse hereof, and, in their discretion on such other
matters as may properly come before the meeting.
Y
ITEM 1. ELECTION OF DIRECTORS.

Elect Robert Anderson, Ward J. Timken, and Charles H. West in Class I
for a term expiring at the 1998 Annual Meeting.

PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE FOR THE
MPB CORPORATION EMPLOYEE'S SAVINGS PLAN AND MAIL IN THE ENCLOSED
ENVELOPE.
---------------
SEE REVERSE
SIDE
---------------

TIMKEN
PARKING: Shareholders attending the
meeting may park in the visitor lot
behind the Corporate Office building.

ANNUAL MEETING NOTE: If your shares are held in street
OF name, please bring a letter with you
SHAREHOLDERS from your broker stating as such to the
annual meeting.

April 18, 1995 [FIGURE 1: MAP OF MAJOR ROUTES TO THE
10:00 a.m. TIMKEN COMPANY]

Corporate Auditorium (C1G)
The Timken Company
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
Telephone: (216) 438-3000

[FIGURE 2: MAP OF CORPORATE AUDITORIUM AND VISITOR'S PARKING]

<PAGE> 30
THE TIMKEN COMPANY

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Elect Robert Anderson, Ward J. Timken, and Charles H. West in Class I
for a term expiring at the 1998 Annual Meeting.

PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE FOR THE
TIMKEN COMPANY OHIO HOURLY PENSION INVESTMENT PLAN AND MAIL IN THE
ENCLOSED ENVELOPE.
---------------
SEE REVERSE
SIDE
---------------

TIMKEN
PARKING: Shareholders attending the
meeting may park in the visitor lot
behind the Corporate Office building.

ANNUAL MEETING NOTE: If your shares are held in street
OF name, please bring a letter with you
SHAREHOLDERS from your broker stating as such to the
annual meeting.

April 18, 1995 [FIGURE 1: MAP OF MAJOR ROUTES TO THE
10:00 a.m. TIMKEN COMPANY]

Corporate Auditorium (C1G)
The Timken Company
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
Telephone: (216) 438-3000

[FIGURE 2: MAP OF CORPORATE AUDITORIUM AND VISITOR'S PARKING]

<PAGE> 31
X VOTES AS IN THIS
EXAMPLE

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD
OF DIRECTORS UNLESS OTHERWISE SPECIFIED.

- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS ITEM
- -------------------------------------------------------------------------------
FOR WITHHELD
1. ELECTION OF
DIRECTORS. / / / /
(SEE REVERSE)

FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEE(S):

---------------------------------------------------------------

- -------------------------------------------------------------------------------

NOTE: Please sign exactly as name or
names appears hereon. Joint
owners should each sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please give full
title as such.

----------------------------------------
Signature(s) of Shareholder(s) Date

----------------------------------------
Signature if held jointly Date

- FOLD AND DETACH HERE -

THE TIMKEN COMPANY
CANTON, OHIO

----------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

--------------------------------------

The Annual Meeting of Shareholders of The Timken Company will be held on
Tuesday, April 18, 1995, at 10:00 A.M., at 1835 Dueber Avenue, S.W., Canton,
Ohio, for the following purposes:

1. To elect three Directors to serve in Class I for a term of three
years.
2. To transact such other business as may properly come before the
meeting.

Holders of Common Stock of record at the close of business on February 20,
1995, are the shareholders entitled to notice of and to vote at the meeting.

PLEASE SIGN, DATE AND RETURN THE PROXY CARD ABOVE, WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING. For your convenience, a self-addressed envelope
is enclosed requiring no postage if mailed in the United States.

If you have any questions about the voting procedure, please contact Lynn
Hill at (216) 471-3376.

LARRY R. BROWN
Vice President and General Counsel

March 8, 1995

YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD.