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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1. Name and Address of Reporting Person * GRIFFITH JAMES W   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) President and CEO (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   22,000 A (1) 418,618 D   Common Stock 02/08/2012   F   2,274 (2) D $ 51.35 416,344 D   Common Stock 02/08/2012   F   3,659 (3) D $ 51.35 412,685 D   Common Stock               24,362 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

112,800

02/09/2013(4)

02/09/2022

Common Stock

112,800

$ 0

112,800

D

Performance-Based Restricted Stock Units

(5)

02/09/2012

A

30,000

12/31/2014(5)

12/31/2014

Common Stock

30,000

$ 0

30,000

D

Performance Rights

(1)

02/08/2012

M

22,000

(1)

02/08/2014

Common Stock

22,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GRIFFITH JAMES W 1835 DUEBER AVE. S. W. CANTON, OH 44706	X		President and CEO

Signatures

Scott A. Scherff - Attorney in Fact		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 which vest over a four year period under certain specified circumstances.
(2)	Shares withheld for taxes on vested portion of 22,000 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 35,400 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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