TIMKEN CO — Director's Dealing 2008

Feb 6, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIMKEN CO (TKR)
CIK: 0000098362
Period of Report: 2008-02-04

Reporting Person: GRIFFITH JAMES W (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-04	Common Stock (Restricted)	A	22500	—	Acquired	252405	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-04	Employee Stock Option (right to buy)	$30.70	A	161000	Acquired	2018-02-04	Common Stock (161000)	Direct
2008-02-04	Dividend Equivalent Rights	$0	A	800	Acquired	2011-12-31	Common Stock (800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20956	Indirect

Footnotes

F1: Grant of restricted shares subject to the Company's financial performance in 2008 and further subject to vesting in 25 percent annual increments beginning 2/4/2009.

F2: Not Applicable

F3: The option becomes exercisable in (a) annual 25 percent increments begining on 2/4/2009 or (b) in the event of retirement, death or disability of the participant or (c) upon the occurrence of a change in control of the Company or similar event.

F4: The security converts to Common Stock on a one for one basis

F5: Reflects the accrual of contingent rights to receive shares of common stock which vest on 12/31/2011 or under certain specified circumstances.