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 WILLIAM ROBERT 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
_____ Officer (give title below)      __ X __ Other (specify below)
Chairman of the Board
(Last)          (First)          (Middle)

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

8/14/2005
(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                  286965   D   (1)
 
Common Stock                  429   I   Savings Inv. Plan   (1)
Common Stock                  100000   I   Co-Trustee   (1) (2)

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
Options to Buy   (1) $33.75                     (3) 4/21/2008   Common Stock   90000     90000   D  
 
Options to Buy   (1) $15.875                     (4) 4/18/2010   Common Stock   135000     135000   D  
 
Options to Buy   (1) $15.02                     (5) 8/14/2010   (9) Common Stock   135000     135000   D  
 
Options to Buy   (1) $25.40                     (6) (8) 8/14/2010   (9) Common Stock   100000     100000   D  
 
Options to Buy   (1) $17.56                     (7) (8) 8/14/2010   (9) Common Stock   165000     165000   D  
 
Options to Buy   (1) $24.14                   4/20/2005   8/14/2010   (9) Common Stock   3000     3000   D  
 
Options to Buy   (1) $26.35                   8/14/2005   (8) 8/14/2010   (9) Common Stock   3000     3000   D  
 

Explanation of Responses:
(1)  This form is being filed for the sole purpose of informing the market that the reporting person has terminated his insider status due to his retirement from the Board of Directors and as Chairman of the Board, effective August 14, 2005. The reported holdings reflect the reporting person's beneficial ownership as of the date of termination of service.
(2)  By self as Co-Trustee for Sue Shaffer Timken 2005 Revocable Trust.
(3)  Employee stock option with limited transferability granted pursuant to The Timken Company Long-Term Incentive Plan. Option became exercisable in annual 25 percent increments which began on April 21, 1999, the first 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. Option included rights to receive dividend equivalents payable in shares of common stock on a deferred basis.
(4)  Same as (3) above, except option became exercisable in annual 25 percent increments which began on April 18, 2001, the first anniversary of the date of the grant.
(5)  Same as (3) above, except option became exercisable in annual 25 percent increments which began on April 17, 2002, the first anniversary of the date of the grant.
(6)  Same as (3) above, except option became exercisable in annual 25 percent increments which began on April 16, 2003, the first anniversary of the date of the grant.
(7)  Same as (3) above, except option became exercisable in annual 25 percent increments which began on April 15, 2004, the first anniversary of the date of the grant.
(8)  All options that were previously unvested, vested upon retirement from the Board of Directors on August 14, 2005.
(9)  Option to exercise expires 5 years after the date of retirement from the Board of Directors.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TIMKEN WILLIAM ROBERT JR
THE TIMKEN COMPANY
1835 DUEBER AVENUE, S.W.
CANTON, OH 44706
X

Chairman of the Board

Signatures
W.R. Timken, Jr 8/16/2005
** 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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