Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BURKHART WILLIAM R
   2. Issuer Name and Ticker or Trading Symbol
TIMKEN CO [TKR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP and General Counsel
(Last)
(First)
(Middle)
1835 DUEBER AVE. S. W.		 3. Date of Earliest Transaction (Month/Day/Year)
02/08/2012
(Street)

CANTON, OH 44706		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/08/2012   M   2,900 A (1) 26,056 D  
Common Stock 02/08/2012   F   231 (2) D $ 51.35 25,825 D  
Common Stock 02/08/2012   F   397 (3) D $ 51.35 25,428 D  
Common Stock               4,445 I 401(k)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 51.76 02/09/2012   A   13,700   02/09/2013(4) 02/09/2022 Common Stock 13,700 $ 0 13,700 D  
Performance-Based Restricted Stock Units (5) 02/09/2012   A   5,500   12/31/2014(5) 12/31/2014 Common Stock 5,500 $ 0 5,500 D  
Performance Rights (1) 02/08/2012   M     2,900   (1) 02/08/2015 Common Stock 2,900 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BURKHART WILLIAM R
1835 DUEBER AVE. S. W.
CANTON, OH 44706		       Sr. VP and General Counsel  

Signatures

 William R. Burkhart   02/10/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Reflects the accrual of contingent rights to receive shares of common stock under certain specified circumstances and which vest over a four year period.
(2) Shares withheld for taxes on vested portion of 2900 performance shares granted 2-8-2011 that vest in 25% increments over a four year period.
(3) Shares withheld for taxes on vested portion of 5000 performance shares granted 2-8-2010 previously reported on a Form 4 that vest in 25% increments over a four year period.
(4) The option becomes exercisable in (a) annual 25 percent increments begining on 2/9/2013 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.
(5) Performance based restricted stock are subject to certain performance criteria between 1/1/2012 and 12/31/2014 and if the criteria is met then they fully vest 3 years therefrom.

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