TIMKEN CO — Director's Dealing 2010

Feb 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIMKEN CO (TKR)
CIK: 0000098362
Period of Report: 2010-02-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-08	Common Stock (Restricted)	D	29200	—	Disposed	256731	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-08	Employee Stock Option (right to buy)	$22.67	A	211800	Acquired	2020-02-08	Common Stock (211800)	Direct
2010-02-08	Performance Rights	$	A	35400	Acquired	2014-02-08	Common Stock (35400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	23103	Indirect

Footnotes

F1: Forfeiture of performance-based restricted shares that were previously granted and included in ownership totals.

F2: The option becomes exercisable in (a) annual 25 percent increments begining on 2/8/2011or (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.

F3: Reflects the accrual of contingent rights to receive shares of common stock which vest over a four year period under certain specified circumstances.