DONALDSON Co INC — Director's Dealing 2003

Sep 11, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: SCHWAB LOWELL F (Senior VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-09-09	Common Stock	M	24000	$20.00	Acquired	98436	Direct
2003-09-09	Common Stock	F	15346	$56.70	Disposed	83090	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-09-09	Option (right to buy)	$20.00	M	24000	Disposed	2008-12-03	Common Stock (24000)	Direct
2003-09-09	Option (right to buy)	$56.70	A	15346	Acquired	2008-12-03	Common Stock (15346)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2082	Indirect
Common Stock	12947	Indirect