DONALDSON Co INC — Director's Dealing 2003

Aug 8, 2003

SEC Form 4/A — Form 4/A

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2003-07-10

Reporting Person: PRIADKA NICKOLAS (Senior VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-07-10	Common Stock	M	22951	$32.11	Acquired	0	Direct
2003-07-10	Common Stock	F	15769	$47.05	Disposed	169983	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-07-10	Option (right to buy)	$32.11	M	22951	Disposed	2007-12-19	Common Stock (22951)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21685	Indirect
Common Stock	24358	Indirect
Common Stock	1997	Indirect

Footnotes

F1: Amendment to change Transaction code from M to F regarding the 15,769 shares.