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As filed with the Securities and Exchange Commission on August 27, 1999
Registration No. 333-62501
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
THE TIMKEN COMPANY
(Exact name of registrant as specified in its charter)
Ohio 34-0577130
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
___________________
1835 Dueber Avenue, N.W.
Canton, Ohio 44706-2798
(Address and Zip Code of Principal Executive Offices)
__________________
THE SALARIED ASSOCIATES RETIREMENT SAVINGS PLAN OF CANADIAN TIMKEN, LIMITED
(Full title of the plan)
__________________
Larry R. Brown
Senior Vice President and General Counsel
1835 Dueber Avenue, N.W.
Canton, Ohio 44706-2798
(Name and address of agent for service)
(334) 438-3000
(Telephone number, including area code, of agent for service)
______________________________
This Post-Effective Amendment is being filed solely to remove
from registration securities that were registered and
will not be offered.
This Post-Effective Amendment to the Registration Statement shall become
effective upon filing with the Securities and Exchange Commission pursuant
to Rule 464 under the Securities Act of 1933.
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Termination of Registration
The Timken Company (the "Company") filed its Registration Statement
No. 333-62501 on Form S-8 (the "Registration Statement") with the Securities
and Exchange Commission on August 31, 1998 in order to effect the registration
of 10,000 shares of the Company's Common Stock, without par value (the
"Common Stock"), for offering to certain employees under The Salaried
Associates Retirement Savings Plan of Canadian Timken, Limited (the "Plan").
No employee contributions to the Plan have been invested in Common Stock, and
none are permitted under the Plan as it is now being operated. Accordingly,
this Post-Effective Amendment is being filed to remove from registration
all the shares of Common Stock registered for purposes or the Plan, which
remain unsold.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, The Timken Company certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Post-Effective Amendment No. 1
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Canton, State of Ohio, on this 18 day
of August, 1999.
THE TIMKEN COMPANY
By/s/Gene E. Little
Gene E. Little
Senior Vice President - Finance
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
*W.R. Timken, Jr. Chairman, President and August 18, 1999
W.R. Timken, Jr. Chief Executive Officer
(Principal Executive Officer);
Director
/s/Gene E. Little Senior Vice President - August 18, 1999
Gene E. Little Finance (Principal Financial
and Accounting Officer)
*J. Clayburn LaForce, Jr. Director August 18, 1999
J. Clayburn LaForce, Jr.
Director August 18, 1999
Stanley C. Gault
Director August 18, 1999
John A. Luke, Jr.
*Robert W. Mahoney Director August 18, 1999
Robert W. Mahoney
*Jay A. Precourt Director August 18, 1999
Jay A. Precourt
*John M. Timken, Jr. Director August 18, 1999
John M. Timken, Jr.
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Signature Title Date
*Ward J. Timken Director August 18, 1999
Ward J. Timken
*Joseph F. Toot, Jr. Director August 18, 1999
Joseph F. Toot, Jr.
*Martin D. Walker Director August 18, 1999
Martin D. Walker
*Charles H. West Director August 18, 1999
Charles H. West
*Alton W. Whitehouse Director August 18, 1999
Alton W. Whitehouse
*The undersigned by signing his name hereto, does sign and execute this
Post-Effective Amendment No. 1 pursuant to a Power of Attorney executed on
behalf of the above-indicated officers and directors of The Timken Company and
previously filed as an Exhibit to the Registration Statement on behalf of
each such person.
By/s/Gene E. Little
Gene E. Little, Attorney-in-fact
August 18, 1999
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