TIMKEN CO — Director's Dealing 2009

Feb 3, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIMKEN CO (TKR)
CIK: 0000098362
Period of Report: 2009-01-31

Reporting Person: TIMKEN WARD J JR (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-31	Common Stock	F	832	$14.955	Disposed	106897	Direct
2009-02-02	Common Stock	A	23100	—	Acquired	129997	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-02	Nonqualified Stock Option (Right to buy)	$14.74	A	164600	Acquired	2019-02-02	Common Stock (164600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	67049	Indirect
Common Stock	15502	Indirect
Common Stock	2810	Indirect
Common Stock	8155	Indirect
Common Stock	7455	Indirect
Common Stock	53000	Indirect
Common Stock	50000	Indirect
Common Stock	6000	Indirect

Footnotes

F1: By self as sole manager of the WJ Timken Jr Family, LLC. Members of the LLC include the reporting person, immediate family members and trusts for the benefit of immediate family members.

F2: DISCLAIMER: Undersigned disclaims all beneficial ownership

F3: By self as Co-Trustee and beneficiary of the Ward J. Timken Trust FBO Ward J. Timken, Jr.

F4: By self as beneficiary of the WR Timken Trust IX FBO Ward J. Timken, Jr.

F5: By self as Co-Trustee of the Ward J. Timken Trust FBO Grandchildren

F6: Grant of restricted shares is subject to the company's financial performance in 2009 and further subject to vesting in 25 percent annual increments beginning February 2, 2010.

F7: Nonqualified stock option with limited transferability granted pursuant to the The Timken Company Long-Term Incentive Plan. Option becomes exercisable in annual 25 percent increments beginning February 2, 2010, the anniversary of the date of the grant. Option becomes fully exercisable upon the occurrence of a change in control of the Company or other similar event.