TIMKEN CO — Director's Dealing 2009

Feb 6, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIMKEN CO (TKR)
CIK: 0000098362
Period of Report: 2009-02-02

Reporting Person: EISENBERG GLENN A (Ex. VP - Finance & Admin.)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-02	Dividend Equivalent Rights	$0	A	6	Acquired	2012-12-31	Common Stock (6)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	63028	Direct
Common Stock	3417	Indirect

Footnotes

F1: Reflects the accrual of contingent rights to receive shares of common stock which vest on 12/31/12 or under certain specified circumstances.