TIMKEN CO — Director's Dealing 2012

Feb 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TIMKEN CO (TKR)
CIK: 0000098362
Period of Report: 2012-02-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-07	Common Stock	M	3850	$30.70	Acquired	27006	Direct
2012-02-07	Common Stock	F	519	$51.32	Disposed	26487	Direct
2012-02-07	Common Stock	S	3331	$51.32	Disposed	23156	Direct
2012-02-07	Common Stock	M	4975	$14.74	Acquired	28131	Direct
2012-02-07	Common Stock	F	1126	$51.17	Disposed	27005	Direct
2012-02-07	Common Stock	S	3849	$51.17	Disposed	23156	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-07	Employee Stock Option (right to buy)	$30.70	M	3850	Disposed	2018-02-04	Common Stock (3850)	Direct
2012-02-07	Employee Stock Option (right to buy)	$14.74	M	4975	Disposed	2019-02-02	Common Stock (4975)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4445	Indirect

Footnotes

F1: 15,400 shares granted on 02/04/2008 (previously reported on a Form 4) vested in 25% increments per year.

F2: 19,900 shares granted on 02/02/2009 (previously reported on a Form 4) vest in 25% increments per year.