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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TIMKEN WARD J JR 		2. Issuer Name and Ticker or Trading Symbol

TIMKEN CO [ TKR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman of the Board
(Last)          (First)          (Middle)

1835 DUEBER AVENUE, S.W. 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/4/2008
(Street)

CANTON, OH 44706
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/4/2008     A    17800   (6) A $0.00   109937   D  
 
Common Stock                  67049   I   By Self as Manager of LLC   (1)
Common Stock                  14598   I   Savings Inv. Plan  
Common Stock                  2810   I   By Spouse   (2)
Common Stock                  6155   I   By Child  
Common Stock                  5455   I   By Child  
Common Stock                  53000   I   By self as Co-Trustee and beneficiary   (3)
Common Stock                  48048   I   By self as beneficiary   (4)
Common Stock                  6000   I   By self as Co-Trustee   (2) (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Nonqualfied Stock Option (Right to Buy)   $30.70   2/4/2008     A     127000         (7) 2/4/2018   Common Stock   127000   $0.00   127000   D  
 
Dividend Equivalent Rights   $0.00   (8) 2/4/2008     A     713       12/31/2011   (9) 12/31/2011   Common Stock   713   $0.00   713   D  
 

Explanation of Responses:
(1)  By self as sole manager of the WJ Timken Jr Family, LLC. Members of the LLC include the reporting person, immediate family members and trusts for the benefit of immediate family members.
(2)  DISCLAIMER: Undersigned disclaims all beneficial ownership
(3)  By self as Co-Trustee and beneficiary of the Ward J. Timken Trust FBO Ward J. Timken, Jr.
(4)  By self as beneficiary of the WR Timken Trust IX FBO Ward J. Timken, Jr.
(5)  By self as Co-Trustee of the Ward J. Timken Trust FBO Grandchildren
(6)  Grant of restricted shares is subject to the company's financial performance in 2008 and further subject to vesting in 25 percent annual increments beginning February 4, 2009.
(7)  Nonqualified stock option with limited transferability granted pursuant to The Timken Company Long-Term Incentive Plan. Option becomes exercisable in annual 25 percent increments beginning February 4, 2009, the anniversary of the date of the grant. Option becomes fully exercisable upon the occurrence of a change in control of the Company or other similar event.
(8)  The Security converts to Common Stock on a one for one basis.
(9)  Reflects the accrual of contingent rights to receive shares of common stock which vest on December 31, 2011 or under certain specified circumstances.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TIMKEN WARD J JR
1835 DUEBER AVENUE, S.W.
CANTON, OH 44706 		X
Chairman of the Board

Signatures
Ward J. Timken, Jr. 2/5/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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