EXHIBIT 10.21


                       THE TIMKEN COMPANY

                         Promissory Note


$340,000                                 Dated: December 17, 1999


     For value received, James W. Griffith, an individual whose
residence is located at 1671 Markley in N.Canton, OH (the
"Maker"), hereby promises to pay to The Timken Company (the
"Holder"), or assigns, on or before December 16, 2004 (the
"Maturity Date"), the principal sum of Three Hundred Forty
Thousand Dollars ($340,000), or such part thereof as then remains
unpaid, together with interest thereon at the rate of 6.20
percent per annum on the unpaid balance.  Accrued interest shall
be payable not less frequently than annually.  Principal and
interest shall be payable in lawful money of the United States of
America, in immediately available funds, at the principal office
of the Holder or at such other place as the Holder may designate
from time to time in writing to the Maker.

     This Note may be prepaid at any time or from time to time,
in whole or in part, without any premium or penalty.  The unpaid
principal amount of this Note shall be and become immediately due
and payable without notice or demand, at the option of the
Holder, upon the occurrence of any of the following events:

          (a)  the termination of the Maker's employment with the
Holder or any of its subsidiaries, with or without cause, for any
reason or for no reason, unless (i) he is terminated
involuntarily by the Holder or unless (ii) his employment
terminates under any circumstances after the occurrence of a
change in control of the Holder (as defined in the Severance
Agreement between the Maker and the Holder dated February 13,
1997, as such Agreement may be amended from time to time);

          (b)  the death or disability (within the meaning of the
Holder's long-term disability plan) of the Maker;

          (c)  the failure of the Maker to pay his debts as they
become due, the insolvency of the Maker, the filing by or against
the Maker of any petition under the United States Bankruptcy Code
(or the filing of any similar petition under the insolvency law
of any jurisdiction), or the making by the Maker of an assignment
or trust mortgage for the benefit of creditors or the appointment
of a receiver, custodian or similar agent with respect to, or the
taking by any such person of possession of, any property of the
Maker; or

          (d)  the issuance of any writ of attachment, by trustee
process or otherwise, or any restraining order or injunction not
removed, repealed or dismissed within thirty (30) days of
issuance, against or affecting the person or property of the
Maker or any liability or obligation of the Maker to the Holder.

     Nothing in this Note restricts the Maker from selling or
otherwise disposing of any of his assets, including any "margin
stock" (as defined in Regulation U of the Board of Governors of
the Federal Reserve System), and this Note is not directly or
indirectly secured by any "margin stock".  By its acceptance of
this Note, the Holder agrees that it has extended the credit
evidenced hereby in good faith without any reliance upon any
"margin stock" as collateral for the extension or maintenance of
the credit evidenced hereby.

          In case any payment herein provided for shall not be
paid when due, the Maker further promises to pay all costs of
collection, including all reasonable attorneys' fees, to the
extent permitted by law.

          No delay or omission on the part of the Holder in
exercising any right hereunder shall operate as a waiver of such
right or of any other right of the Holder, nor shall any delay,
omission or waiver on any one occasion be deemed a bar to or
waiver of the same or any other right on any future occasion.
The Maker hereby waives presentment, demand, notice of
prepayment, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or
enforcement of this Note.  The undersigned hereby assents to any
indulgence and any extension of time for payment of any
indebtedness evidenced by this Note that is granted or permitted
by the Holder.

          This Note shall be governed by and construed in
accordance with, the internal substantive laws of the State of
Ohio.



                                   James W. Griffith

               Witness