TIMKEN CO — Director's Dealing 2012

Feb 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIMKEN CO (TKR)
CIK: 0000098362
Period of Report: 2012-02-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-13	Common Stock	M	10425	$30.70	Acquired	74426	Direct
2012-02-13	Common Stock	F	1340	$52.31	Disposed	73086	Direct
2012-02-13	Common Stock	S	9085	$52.31	Disposed	64001	Direct
2012-02-13	Common Stock	M	13525	$14.74	Acquired	77526	Direct
2012-02-13	Common Stock	F	3201	$52.37	Disposed	74325	Direct
2012-02-13	Common Stock	S	10324	$52.37	Disposed	64001	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-13	Employee Stock Option (right to buy)	$30.70	M	10425	Disposed	2018-02-04	Common Stock (10426)	Direct
2012-02-13	Employee Stock Option (right to buy)	$14.74	M	13525	Disposed	2019-02-02	Common Stock (13525)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5074	Indirect

Footnotes

F1: 41,700 shares granted on 2/4/2008 (previously reported on a Form 4) vested in 25% increments per year.

F2: 54,100 shares granted on 2/2/2009 (previously reported on a Form 4) vest in 25% increments per year.