EXHIBIT 10.5

                          THE TIMKEN COMPANY

                        Deferred Shares Agreement


     WHEREAS, <<FName>> <<LName>> (the "Grantee") is an employee of
The Timken Company (the "Company"); and

     WHEREAS, the grant of deferred shares evidenced hereby was
authorized by a resolution of the Compensation Committee (the
"Committee") of the Board of Directors (the "Board") of the
Company that was duly adopted on April 18, 2000 (the "Date of
Grant"), and the execution of a deferred shares agreement in the
form hereof was authorized by a resolution of the Committee duly
adopted on April 18, 2000.

     NOW, THEREFORE, pursuant to the Company's Long-term
Incentive Plan (as Amended and Restated as of December 16, 1999)
(the "Plan") and subject to the terms and conditions thereof and
the terms and conditions hereinafter set forth, the Company
hereby grants to the Grantee the right to receive (i) "Shares"
shares of the Company's common stock without par value (the
"Common Shares") and (ii) dividend equivalents payable in cash on
a deferred basis (the "Deferred Cash Dividends") with respect to
the Common Shares covered by this agreement.

     1.   Vesting of Awards.

       (a) Subject to the terms and conditions of Sections 1(b)
          and 2 hereof, the Grantee's right to receive the Common
          Shares covered by this agreement and any Deferred Cash
          Dividends accumulated with respect thereto shall become
          nonforfeitable on the fifth anniversary of the Date of
          Grant.

       (b) Notwithstanding the provisions of Section 1(a)
          hereof, the Grantee's right to receive the Common
          Shares covered by this agreement and any Deferred Cash
          Dividends then accumulated with respect thereto shall
          become nonforfeitable upon any change in control of the
          Company that shall occur while the Grantee is an
          employee of the Company or a subsidiary.  For the
          purposes of this agreement, the term "change in
          control" shall mean the occurrence of any of the
          following events:

          (i)  The acquisition by any individual, entity or group
             (within the meaning of Section 13(d)(3) or 14(d)(2)
             of the Securities Exchange Act of 1934) (a "Person")
             of beneficial ownership (within the meaning of Rule
             13d-3 promulgated under the Securities Exchange Act
             of 1934) of 30% or more of either:  (A) the then-
             outstanding Common Shares or (B) the combined voting
             power of the then-outstanding voting securities of
             the Company entitled to vote generally in the
             election of directors ("Voting Shares"); provided,
             however, that for purposes of this subsection (i),
             the following acquisitions shall not constitute a
             change in control:  (1) any acquisition directly


             from the Company, (2) any acquisition by the
             Company, (3) any acquisition by any employee benefit
             plan (or related trust) sponsored or maintained by
             the Company or any Subsidiary, or (4) any
             acquisition by any Person pursuant to a transaction
             which complies with clauses (A), (B) and (C) of
             subsection (i) of this Section 1(b); or

          (ii) Individuals who, as of the date hereof, constitute
             the Board (the "Incumbent Board") cease for any
             reason (other than death or disability) to
             constitute at least a majority of the Board;
             provided, however, that any individual becoming a
             director subsequent to the date hereof whose
             election, or nomination for election by the
             Company's shareholders, was approved by a vote of at
             least a majority of the directors then comprising
             the Incumbent Board (either by a specific vote or by
             approval of the proxy statement of the Company in
             which such person is named as a nominee for
             director, without objection to such nomination)
             shall be considered as though such individual were a
             member of the Incumbent Board, but excluding for
             this purpose, any such individual whose initial
             assumption of office occurs as a result of an actual
             or threatened election contest (within the meaning
             of Rule 14a-11 of the Securities Exchange Act of
             1934) with respect to the election or removal of
             directors or other actual or threatened solicitation
             of proxies or consents by or on behalf of a Person
             other than the Board; or

          (iii)   Consummation of a reorganization, merger or
             consolidation or sale or other disposition of all or
             substantially all of the assets of the Company (a
             "Business Combination"), in each case, unless,
             following such Business Combination, (A) all or
             substantially all of the individuals and entities
             who were the beneficial owners, respectively, of the
             Common Shares and Voting Shares immediately prior to
             such Business Combination beneficially own, directly
             or indirectly, more than 66-2/3% of, respectively,
             the then-outstanding shares of common stock and the
             combined voting power of the then-outstanding voting
             securities entitled to vote generally in the
             election of directors, as the case may be, of the
             entity resulting from such Business Combination
             (including, without limitation, an entity which as a
             result of such transaction owns the Company or all
             or substantially all of the Company's assets either
             directly or through one or more subsidiaries) in
             substantially the same proportions relative to each
             other as their ownership, immediately prior to such
             Business Combination, of the Common Shares and
             Voting Shares of the Company, as the case may be,
             (B) no Person (excluding any entity resulting from
             such Business Combination or any employee benefit
             plan (or related trust) sponsored or maintained by
             the Company or such entity resulting from such
             Business Combination) beneficially owns, directly or
             indirectly, 30% or more of, respectively, the then-
             outstanding shares of common stock of the entity
             resulting from such Business Combination, or the
             combined voting power of the then-outstanding voting
             securities of such corporation except to the extent
             that such ownership existed prior to the

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             Business Combination, and (C) at least a majority of the
             members of the board of directors of the corporation
             resulting from such Business Combination were
             members of the Incumbent Board at the time of the
             execution of the initial agreement, or of the action
             of the Board, providing for such Business
             Combination; or

          (iv) Approval by the shareholders of the Company of a
             complete liquidation or dissolution of the Company.

     For the purposes of this agreement, "subsidiary" shall mean
a corporation, partnership, joint venture, unincorporated
association or other entity in which the Company has a direct or
indirect ownership or other equity interest.

     2.Forfeiture of Awards.  The Grantee's right to receive the
       Common Shares covered by this agreement and any Deferred
       Cash Dividends accumulated with respect thereto shall be
       forfeited automatically and without further notice on the
       date that the Grantee ceases to be an employee of the
       Company or a subsidiary prior to the fifth anniversary of
       the Date of Grant for any reason other than his death or
       disability.  In the event that the Grantee ceases to be
       an employee of the Company as a result of his death or
       disability prior to the fifth anniversary of the Date of
       Grant, the Grantee's right to receive both the Common
       Shares covered by this agreement and any Deferred Cash
       Dividends then accumulated with respect thereto shall
       become nonforfeitable on the date of cessation of his
       employment with respect to a prorated portion of each
       based on the number of whole months that the Grantee
       shall have been employed by the Company or a subsidiary
       from the Date of Grant to the date of cessation of his
       employment.  In the event that the Grantee shall
       intentionally commit an act that the Committee determines
       to be materially adverse to the interests of the Company
       or a subsidiary, the Grantee's right to receive the
       Common Shares covered by this agreement and any Deferred
       Cash Dividends accumulated with respect thereto shall
       be forfeited at the time of that determination
       notwithstanding any other provision of this agreement.
       For the purposes of this agreement, "disability" shall
       mean that the Grantee has qualified for disability
       benefits under the Company's Long-term Disability Program
       or any successor disability plan or program of the Company.

     3.Crediting of Deferred Cash Dividends.  With respect to
       each of the Common Shares covered by this agreement, the
       Grantee shall be credited on the records of the Company
       with Deferred Cash Dividends in an amount equal to the
       amount per share of any cash dividends declared by the
       Board on the outstanding Common Shares during the period
       beginning on the Date of Grant and ending on the date
       upon which the Optionee's right to receive the Common
       Shares covered by this agreement pursuant to Section 1
       hereof or a prorated portion thereof pursuant to Section
       2 hereof, as the case may be, becomes nonforfeitable.
       The Deferred Cash Dividends shall accumulate without interest.
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     4.Payment of Awards.  Subject to the terms and conditions
       of Section 5 hereof, the Common Shares covered by this
       agreement or any prorated portion thereof shall be
       issuable, and any Deferred Cash Dividends accumulated
       with respect thereto shall be payable, to the Grantee at
       the time when they become nonforfeitable in accordance
       with Section 1 or 2 hereof.

     5.Compliance with Law.  The Company shall make reasonable
       efforts to comply with all applicable federal and state
       securities laws; provided, however, notwithstanding any
       other provision of this agreement, the Company shall not
       be obligated to issue any of the Common Shares covered by
       this agreement or pay any Deferred Cash Dividends
       accumulated with respect thereto if the issuance or
       payment thereof would result in violation of any such
       law.  To the extent that the Ohio Securities Act shall be
       applicable to this agreement, the Company shall not be
       obligated to issue any of the Common Shares or other
       securities covered by this agreement or pay any Deferred
       Cash Dividends accumulated with respect thereto unless
       such Common Shares and Deferred Cash Dividends are (a)
       exempt from registration thereunder, (b) the subject of a
       transaction  that is exempt from compliance therewith,
       (c) registered by description or qualification thereunder
       or (d) the subject of a transaction that shall have been
       registered by description thereunder.

     6.Transferability.  Neither the Grantee's right to receive
       the Common Shares covered by this agreement nor his right
       to receive any Deferred Cash Dividends shall be
       transferable by the Grantee except by will or the laws of
       descent and distribution.

     7.Adjustments.  The Committee shall make any adjustments in
       the number or kind of shares of stock or other securities
       covered by this agreement that the Committee may
       determine to be equitably required to prevent any
       dilution or expansion of the Grantee's rights under this
       agreement that otherwise would result from any (a) stock
       dividend, stock split, combination of shares, recapitalization
       or other change in the capital structure of the Company, (b) merger,
       consolidation, separation, reorganization or partial or complete
       liquidation involving the Company or (c) other transaction or event
       having an effect similar to any of those referred to in Section
       7(a) or 7(b) hereof.  Furthermore, in the event that any
       transaction or  event described or referred to in the
       immediately preceding sentence shall occur, the Committee may
       provide in substitution of any or all of the Grantee's rights
       under this agreement such alternative consideration as the
       Committee may determine in good faith to be equitable under
       the circumstances.

     8.Withholding Taxes.  If the Company shall be required to withhold
       any federal, state, local or foreign tax in connection with any
       issuance of the Common Shares or other securities covered by this
       agreement or the payment of any Deferred Cash Dividends, the Grantee
       shall pay the tax or make provisions that are satisfactory to the
       Company for the payment thereof.

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

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

    11.Amendments.  Any amendment to the Plan shall be deemed to
       be an amendment to this agreement to the extent that the
       amendment is applicable hereto; provided, however, that
       no amendment shall adversely affect the rights of the
       Grantee with respect to either the Common Shares or other
       securities covered by this agreement or the Deferred Cash
       Dividends without the Grantee's consent.

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

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

     This agreement is executed by the Company on this ____ day
of _________, ____.

                         The Timken Company

                         By  ___________________________________
                               Stephen A. Perry
                               Senior Vice President -
                               Human Resources, Purchasing & Communications

     The undersigned Grantee hereby acknowledges receipt of an
executed original of this agreement and accepts the right to
receive the Common Shares or other securities covered hereby and
any deferred Cash Dividends accumulated with respect thereto,
subject to the terms and conditions of the Plan and the terms and
conditions herein above set forth.


_________________________________
            Grantee

Date:___________________________

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