Nonqualified Stock Option Agreement for Nonemployee Directors

                                 EXHIBIT 10.35

                             THE TIMKEN COMPANY

                   Nonqualified Stock Option Agreement for
                           Nonemployee Directors

          WHEREAS, [NAME] (hereinafter called the "Optionee") is a Non employee
Director (as defined in The Timken Company Long-Term Incentive Plan (the "Plan")
(As Amended and Restated on February 6, 2004) of The Timken Company (hereinafter
called the "Company");

          WHEREAS, Section 9 of the Plan authorizes the Company's Board of
Directors (the "Board") to grant options to purchase Common Shares of the
Company to Non employee Directors of the Company, subject to the terms and
conditions of the Plan; and

          WHEREAS, the execution of a Nonqualified Stock Option Agreement
substantially in the form hereof has been authorized by a resolution of the
Committee duly adopted on [DATE]; and

          NOW, THEREFORE, the Company hereby grants to the Optionee on this ____
day of __________ (the "Date of Grant") an Option (the "Option") pursuant to the
Plan to purchase [NUMBER] Common Shares of the Company at a price of [PRICE] per
share (the "Option Price") which represents the Market Value per Share on the
Date of Grant.  The Company agrees to cause certificates for any shares
purchased hereunder to be delivered to the Optionee upon payment of the Option
Price in full, subject to the terms and conditions of the Plan and the terms and
conditions hereinafter set forth.

          1.  Vesting of Option.   (a)  Unless terminated as hereinafter
provided, the Option shall be exercisable with respect to all of the Common
Shares covered by the Option after the Optionee continuously serves as a Non-
employee Director of the Company for a period of one (1) year following the Date
of Grant.

               (b)  Notwithstanding the provisions of Section 1(a) hereof, the
Option shall become immediately exercisable in full upon any change in control
of the Company that shall occur while the Optionee is a Nonemployee Director of
the Company.  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 Exchange Act) (a
     "Person") of beneficial ownership (within the meaning of Rule 13d-3
     promulgated under the Exchange Act) 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 (iii) of this Section 1(b); or

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               (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 Exchange Act)
     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