SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TIMKEN WILLIAM ROBERT JR

(Last)

(First)

(Middle)

THE TIMKEN COMPANY

1835 DUEBER AVENUE, S.W.

(Street)

CANTON

44706

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2005

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/10/2005		M		31,000	A	$22.0625	318,730	D
Common Stock	08/10/2005		S		31,000	D	$28.5292	287,730	D
Common Stock	08/10/2005		M		80,000	A	$26.4375	367,730	D
Common Stock	08/10/2005		S		80,000	D	$28.5292	287,730	D
Common Stock	08/10/2005		M		127,000	A	$19.5625	414,730	D
Common Stock	08/10/2005		S		127,000	D	$28.5292	287,730	D
Common Stock	08/10/2005		M		10,000	A	$19.4375	297,730	D
Common Stock	08/10/2005		S		10,000	D	$28.5292	287,730	D
Common Stock	08/10/2005		G	V	765	D	$0	286,965	D
Common Stock								429	I	Savings Inv. Plan
Common Stock								100,000	I	Co-Trustee⁽¹⁾⁽²⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to Buy	$22.0625	08/10/2005		M			31,000	⁽³⁾	04/16/2006	Common Stock	31,000	$0	0	D
Options to Buy	$26.4375	08/10/2005		M			80,000	⁽⁴⁾	04/15/2007	Common Stock	80,000	$0	0	D
Options to Buy	$19.5625	08/10/2005		M			127,000	⁽⁵⁾	04/20/2009	Common Stock	127,000	$0	0	D
Options to Buy	$19.4375	08/10/2005		M			10,000	05/18/2000	11/18/2008	Common Stock	10,000	$0	0	D

Explanation of Responses:

1. By self as Co-Trustee for Sue Shaffer Timken 2005 Revocable Trust.

2. As previously reported, effective August 8, 2005, the undersigned has resigned as trustee of seven other previously reportable trusts and is no longer responsible for reporting those trusts.

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 16, 1997, 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 16, 1998, 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 20, 2000, the first anniversary of the date of the grant.

Remarks:

	W.R. Timken, Jr	08/12/2005
	** 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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