-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 AcTK2LcFeJ28B5T7LkDXad6SuTN6b8SrB8P2Fv/nX7f2dOdq8Nxi/d+xUIPJgNLo
 Rt5FUUjCWQqO/Le1nqGn/g==

<SEC-DOCUMENT>0000950123-03-001228.txt : 20030212
<SEC-HEADER>0000950123-03-001228.hdr.sgml : 20030212
<ACCEPTANCE-DATETIME>20030212080237
ACCESSION NUMBER:		0000950123-03-001228
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030211
ITEM INFORMATION:		Financial statements and exhibits
ITEM INFORMATION:		
FILED AS OF DATE:		20030212

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TIMKEN CO
		CENTRAL INDEX KEY:			0000098362
		STANDARD INDUSTRIAL CLASSIFICATION:	BALL & ROLLER BEARINGS [3562]
		IRS NUMBER:				340577130
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-01169
		FILM NUMBER:		03551514

	BUSINESS ADDRESS:	
		STREET 1:		1835 DUEBER AVE SW
		CITY:			CANTON
		STATE:			OH
		ZIP:			44706-2798
		BUSINESS PHONE:		3304713078

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TIMKEN ROLLER BEARING CO
		DATE OF NAME CHANGE:	19710304
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>y83525e8vk.txt
<DESCRIPTION>THE TIMKEN COMPANY
<TEXT>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported):   February 11, 2003
                                                        ------------------------


                               THE TIMKEN COMPANY
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                                      Ohio
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


         1-1169                                        34-0577130
- ----------------------------------   -------------------------------------------
(Commission File Number)                  I.R.S. Employer Identification No.)



                1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
- --------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (330) 438-3000
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)



<PAGE>





Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)  Not applicable.

         (b)  Not applicable.

         (c)  Exhibits.

             99.1          Press Release, dated February 11, 2003


Item 9.    Regulation FD Disclosure.

           The Timken Company issued a press release on February 11, 2003, a
copy of which is attached as Exhibit 99.1 to this report and incorporated herein
by this reference. This information is not "filed" pursuant to the Securities
Exchange Act and is not incorporated by reference into any Securities Act
registration statements. Additionally, the submission of this report on Form 8-K
is not an admission as to the materiality of any information in this report that
is required to be disclosed solely by Regulation FD.




                                       2
<PAGE>






                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.




                                 THE TIMKEN COMPANY


                                 By:   /s/ William R. Burkhart
                                      -----------------------------------------
                                      William R. Burkhart
                                      Senior Vice President and General Counsel

Date: February 12, 2003



                                       3
<PAGE>





                                  EXHIBIT INDEX

         Exhibit
         Number            Description
         99.1              Press Release, dated February 11, 2003








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>y83525exv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>



                                                                    EXHIBIT 99.1

                      The Timken Company Announces Pricing

                of Offering of 11 Million Shares of Common Stock


         CANTON, OH - February 11, 2003 - The Timken Company (NYSE: TKR) today
announced the pricing of its public offering of 11 million shares of its common
stock at $14.90 per share. The transaction is expected to close on February 18,
2003. The net proceeds of the offering will be used to fund a portion of the
cash consideration for Timken's pending $840 million acquisition of the
Engineered Solutions business of Ingersoll-Rand Company Limited. The closing of
the common stock offering is conditioned on the closing of the acquisition. The
common stock offering has been managed by Merrill Lynch & Co. and J.P. Morgan
Securities Inc. as joint book-running managers and Morgan Stanley & Co.
Incorporated as the joint lead manager. Concurrently with the common stock
offering, Timken is offering $250 million of senior unsecured notes for the same
purpose.

         In addition, Timken will issue to Ingersoll-Rand approximately 9.4
million shares of Timken's common stock in connection with the acquisition. The
combined issuance of approximately 20.4 million shares will result in an
increase in Timken's total shareholders' equity of approximately $300 million.

         This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there be any sale
of these securities, in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The offering of these securities may
be made only by means of the prospectus and related prospectus supplement
included in the registration statement. Copies of such documents may be
obtained from the managers for the offering at the following addresses: Merrill
Lynch, 4 World Financial Center, New York, New York 10281; J.P. Morgan
Securities Inc., 277 Park Avenue, New York, New York 10172; or Morgan Stanley,
1585 Broadway, New York, New York 10036.




<PAGE>

         The Timken Company is a leading international manufacturer of highly
engineered bearings, alloy and specialty steels and components, as well as a
provider of related products and services. With operations in 24 countries, the
company employs about 18,000 people worldwide and recorded 2002 net sales of
U.S. $2.6 billion.

         Certain statements in this press release (including statements
regarding Timken's forecasts, beliefs and expectations) that are not historical
in nature are "forward-looking" statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Timken cautions that actual results
may differ materially from those projected or implied in forward-looking
statements due to a variety of important factors, including financing and other
closing risks associated with the consummation of the acquisition mentioned
above; the uncertainties in both timing and amount, if any, of actual benefits
realized through economies of scale, elimination of duplicative costs, operating
efficiencies and enhanced productivity through the integration of the acquired
business with Timken's operations; risks associated with diversion of
management's attention from routine operations during the integration process;
risks associated with the greater level of debt associated with the combined
companies; and factors related to conditions in the capital markets and Timken's
ability to successfully complete the offerings described above. These and
additional factors are described in greater detail in Timken's 2001 Annual
Report, page 39; its Annual Report on Form 10-K for the year ended December 31,
2001; its quarterly reports on Form 10-Q for the periods ended March 31, June 30
and September 30, 2002; and in the prospectus supplements and the accompanying
prospectus related to the offerings described above. Except as required by
federal securities laws, Timken undertakes no obligation to update or revise any
forward-looking statement.




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
