DONALDSON Co INC — Director's Dealing 2003

Dec 11, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2003-12-05

Reporting Person: PRIADKA NICKOLAS (Senior VP)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-05	Employee Stock Option (right to buy)	$60.76	A	18000	Acquired	2013-12-05	Common Stock (18000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2167	Indirect
Common Stock	21745	Indirect
Common Stock	24358	Indirect
Common Stock	182903	Direct