TIMKEN CO — Director's Dealing 2009

Feb 4, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-02	Common Stock (Restricted)	A	29200	—	Acquired	299582	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-02	Employee Stock Option (right to buy)	$14.74	A	208700	Acquired	2019-02-02	Common Stock (208700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21857	Indirect

Footnotes

F1: Grant of restricted shares subject to the Company's financial performance in 2009 and further subject to vesting in 25 percent annual increments beginning 2/2/2010.

F2: Not Applicable

F3: The option becomes exercisable in (a) annual 25 percent increments begining on 2/2/2010 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.