TIMKEN CO — Director's Dealing 2011

Feb 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIMKEN CO (TKR)
CIK: 0000098362
Period of Report: 2011-02-08

Reporting Person: BURKHART WILLIAM R (Sr. VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-08	Common Stock	M	5000	—	Acquired	23838	Direct
2011-02-08	Common Stock	F	398	$49.60	Disposed	23440	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-08	Employee Stock Option (right to buy)	$49.91	A	11600	Acquired	2021-02-08	Common Stock (11600)	Direct
2011-02-08	Performance Rights	$	A	2900	Acquired	2015-02-08	Common Stock (2900)	Direct
2011-02-08	Performance Rights	$	M	5000	Disposed	2014-02-08	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8517	Indirect

Footnotes

F1: Reflects the accrual of contingent rights to receive shares of common stock which vest over a four year period under certain specified circumstances.

F2: The option becomes exercisable in (a) annual 25 percent increments begining on 2/8/2012 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.