FORM 4

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

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Timken, Jr., Ward J.

2. Issuer Name and Ticker or Trading Symbol
The Timken Company (TKR)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Vice President                                    

(Last)      (First)     (Middle)

The Timken Company
1835 Dueber Avenue, S.W.

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

(Street)

Canton, OH 44706

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

12/31/02

M

218

A

72,422

D

Common Stock

7,581

I

Savings Inv. Plan

Common Stock

2,810

I

By Spouse⁽¹⁾

Common Stock

5,045

I

By Child

Common Stock

4,345

I

By Child

Common Stock

71,544

I

By self as Co-Trustee and beneficiary⁽²⁾

Common Stock

43,248

I

By self as beneficiary⁽³⁾

Common Stock

6,000

I

By self as Co-Trustee⁽¹⁾⁽⁴⁾

Total

212,995

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Option (Right to Buy)

33.75

 ⁽⁵⁾

4/21/08

Common Stock

5,500

1

D

Employee Stock Option (Right to Buy)

19.5625

 ⁽⁶⁾

4/20/09

Common Stock

8,500

1

D

Employee Stock Option (Right to Buy)

15.875

 ⁽⁷⁾

4/18/10

Common Stock

9,000

1

D

Employee Stock Option (Right to Buy)

15.02

 ⁽⁸⁾

4/17/11

Common Stock

20,000

1

D

Employee Stock Option (Right to Buy)

25.40

 ⁽⁹⁾

4/16/12

Common Stock

10,000

1

D

Restricted Stock Units

 ⁽¹⁰⁾

12/31/02

M

218

 ⁽¹⁰⁾

 ⁽¹⁰⁾

Common Stock

0

Total

5

Explanation of Responses:

(1) DISCLAIMER: Undersigned disclaims any beneficial ownership.
(2) By self as Co-Trustee and beneficiary of the Ward J. Timken Trust FBO Ward J. Timken, Jr.
(3) By self as beneficiary of the WR Timken Trust IX FBO Ward J. Timken, Jr.
(4) By self as Co-Trustee of the Ward J. Timken Trust FBO Grandchildren.
(5) Nonqualified stock option granted to the reporting person on April 21, 1998 under The Timken Company Long-Term Incentive Plan. Option becomes exercisable in annual 25 percent increments beginning 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 similar event. Option includes rights to receive dividend equivalents payable in shares of common stock on a deferred basis.
(6) Same as [5] above, except nonqualified stock option was granted to the reporting person on April 20, 1999 and becomes exercisable in annual 25 percent increments beginning April 20, 2000, the first anniversary of the date of the grant.
(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 April 18, 2001, 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 similar event. Option includes rights to receive dividend equivalents payable in shares of common stock on a deferred basis.
(8) Same as [7] above, except nonqualified stock option becomes exercisable in annual 25 percent increments beginning April 17, 2002, the first anniversary of the date of the grant.
(9) Same as [7] above, except nonqualified stock option becomes exercisable in annual 25 percent increments beginning April 16, 2003, the first anniversary of the date of the grant.
(10) Reflects the issuance of shares in payment of deferred dividend credits on employee stock options which vested and became payable at the rate of one share for each dividend credit on December 31, 2002.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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