As filed with the Securities and Exchange Commission on March 5, 2007.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

THE TIMKEN COMPANY

(Exact name of registrant as specified in its charter)

Ohio (State or other jurisdiction of incorporation or organization)		34-0577130 (I.R.S. Employer Identification No.)

1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
(Address of principal executive offices including zip code)

MPB EMPLOYEES’ SAVINGS PLAN
(Full title of the plan)

Scott A. Scherff
Corporate Secretary and Assistant General Counsel
1835 Dueber Avenue, S.W.
Canton, Ohio 44706-2798
(Name and address of agent for service)

(330) 438-3000
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Proposed

Proposed

Title of

Maximum

Maximum

Securities

Amount

Offering

Aggregate

Amount of

to be

to be

Price Per

Offering

Registration

Registered (1)

Registered

Share

Price (2)(3)

Fee

Common Stock without par value

200,000 shares

$

28.44

$

5,688,000.00

$

175.00

(1)

Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate amount of interests to be offered pursuant to the MPB Employees’ Savings Plan (the “Plan”).

(2)

Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act on the basis of the average of the high and low sale prices for Common Stock on the New York Stock Exchange on February 27, 2007.

(3)

Estimated solely for purposes of determining the registration fee.

 

 

     Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 333-118664 filed with the Securities and Exchange Commission (the “Commission”) on August 30, 2004, are incorporated herein by reference. This registration statement on Form S-8 is filed for the purpose of registering an additional 200,000 Common Shares of the Registrant under the Plan.

Item 8.     Exhibits.

     The following Exhibits are being filed as part of this registration statement:

	4(a)		Amended Articles of Incorporation of the Registrant (filed as an exhibit to the Registrant’s Form S-8 Registration Statement No. 333-02553 and incorporated herein by reference).
	(b)		Amended Code of Regulations of the Registrant (filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992, (File No. 1-1169) and incorporated herein by reference).
	(c)		The MPB Employees’ Savings Plan.
	5		Opinion of Counsel.
	23(a)		Consent of Independent Registered Public Accounting Firm.
	23(b)		Consent of Counsel (included in Exhibit 5).
	24		Power of Attorney.

     The Registrant will submit or has submitted the Plan and any amendments thereto to the Internal Revenue Service (“IRS”) in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan.

SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this registration statement on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Canton, State of Ohio, on this 5^th day of March 2007.

     Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
*   James W. Griffith		President, Chief Executive Officer and Director (Principal Executive Officer)		March 5, 2007
*   Glenn A. Eisenberg		Executive Vice President — Finance and Administration (Principal Financial Officer)		March 5, 2007
*   J. Ted Mihaila		Senior Vice President — Finance and Controller (Principal Accounting Officer)		March 5, 2007
*   Phillip R. Cox		Director		March 5, 2007
*   Jerry J. Jasinowski		Director		March 5, 2007
*   John A. Luke, Jr.		Director		March 5, 2007
*   Robert W. Mahoney		Director		March 5, 2007
*   Joseph W. Ralston		Director		March 5, 2007
*   John P. Reilly		Director		March 5, 2007
*   Frank C. Sullivan		Director		March 5, 2007
*   John M. Timken, Jr.		Director		March 5, 2007
*   Ward J. Timken		Director		March 5, 2007
*   Ward J. Timken, Jr.		Director		March 5, 2007
*   Joseph F. Toot, Jr.		Director		March 5, 2007
*   Jacqueline F. Woods		Director		March 5, 2007

*

This Registration Statement has been signed on behalf of the above-named directors and officers of the Company by Scott A. Scherff, Corporate Secretary and Assistant General Counsel of the Company, as attorney-in-fact pursuant to a power of attorney filed with the Securities and Exchange Commission as Exhibit 24 to this registration statement.

     The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Canton, State of Ohio, on this 5^th day of March 2007.

EXHIBIT INDEX

Exhibit
Number		Exhibit Description
4(a)		Amended Articles of Incorporation of the Registrant (filed as an exhibit to the Registrant’s Form S-8 Registration Statement No. 333-02553 and incorporated herein by reference).
(b)		Amended Code of Regulations of the Registrant (filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992, (File No. 1-1169) and incorporated herein by reference).
(c)		The MPB Employees’ Savings Plan.
5		Opinion of Counsel.
23(a)		Consent of Independent Registered Public Accounting Firm.
23(b)		Consent of Counsel (included in Exhibit 5).
24		Power of Attorney.