TIMKEN CO — Director's Dealing 2010

Jan 5, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIMKEN CO (TKR)
CIK: 0000098362
Period of Report: 2009-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-31	Common Stock	M	636	$24.09	Acquired	126281	Direct
2009-12-31	Common Stock	F	263	$24.09	Disposed	126018	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-12-31	Dividend Equivalent Rights	$0	M	636	Disposed	2009-12-31	Common Stock (636)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	67049	Indirect
Common Stock	16371	Indirect
Common Stock	2810	Indirect
Common Stock	10155	Indirect
Common Stock	9455	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: The Security converts to Common Stock on a none for one basis.

F7: Reflects the accrual of contingent rights to receive shares of common stock which vest on 12/31/2009 or under certain specified circumstances.