DONALDSON Co INC — Director's Dealing 2003

Sep 26, 2003

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: DONALDSON CO INC (CDI)
CIK: 0000029644
Period of Report: 2003-09-19

Reporting Person: MCMURRAY CHARLES J (VP, Human Resources)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2108	Direct
Common Stock	207	Indirect
Common Stock	9689	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$6.27	2002-01-07	Common Stock (3000)		Direct
Employee Stock Option (right to buy)	$16.25	2006-12-05	Common Stock (3000)		Direct
Employee Stock Option (right to buy)	$22.68	2007-12-19	Common Stock (2500)		Direct
Employee Stock Option (right to buy)	$20.00	2008-12-03	Common Stock (3500)		Direct
Employee Stock Option (right to buy)	$23.00	2009-12-06	Common Stock (3000)		Direct
Employee Stock Option (right to buy)	$25.81	2010-12-12	Common Stock (3000)		Direct
Employee Stock Option (right to buy)	$36.38	2011-12-03	Common Stock (3500)		Direct
Employee Stock Option (right to buy)	$35.56	2012-12-05	Common Stock (3000)		Direct

Footnotes

F1: Option vests in three equal annual installments commencing one year from grant date of 12/12/2000.

F2: Option vests in three equal annual installments commencing one year from grant date of 12/03/2001.

F3: Option vests in three equal annual installments commencing one year from grant date of 12/05/2002.