DONALDSON Co INC — Director's Dealing 2003

Oct 23, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2003-10-21

Reporting Person: COOK WILLIAM M (Senior VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-10-21	Common Stock	A	83.235	$57.64	Acquired	2568	Indirect
2003-10-21	Common Stock	A	30.427	$57.62	Acquired	18170	Indirect
2003-10-21	Common Stock	A	5.775	$45.54	Acquired	2628	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	83140	Direct

Footnotes

F1: The Donaldson Stock Fund is unitized to permit daily trading. The unit price does not reflect a reduction in share price.