TIMKEN CO — Director's Dealing 2012

Feb 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIMKEN CO (TKR)
CIK: 0000098362
Period of Report: 2012-02-23

Reporting Person: EISENBERG GLENN A (Ex VP-Finance & Admin.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-23	Common Stock	M	13725	$22.67	Acquired	77726	Direct
2012-02-23	Common Stock	F	3230	$53.10	Disposed	74496	Direct
2012-02-23	Common Stock	S	10495	$53.10	Disposed	64001	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-23	Employee Stock Option (right to buy)	$22.67	M	13725	Disposed	2020-02-08	Common Stock (13725)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5074	Indirect

Footnotes

F1: 54,900 shares granted on 2/84/2010 (previously reported on a Form 4) vest in 25% increments per year.