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: 2003-06-18

Reporting Person: PRIADKA NICKOLAS (Senior VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-06-18	Common Stock	F	6570	$45.07	Disposed	162801	Direct
2003-06-18	Common Stock	A	0.937	$44.82	Acquired	1997	Indirect
2003-06-18	Common Stock	A	8.436	$44.81	Acquired	21677	Indirect
2003-06-18	Common Stock	M	8403	$30.11	Acquired	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-06-18	Option (right to buy)	$30.11	M	8403	Disposed	2011-08-06	Common Stock (8403)	Direct
2003-06-18	Option (right to buy)	$45.07	A	6570	Acquired	2011-08-06	Common Stock (6570)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	24358	Indirect

Footnotes

F1: Amendment to change Transaction Code (table 1) from M to F regarding the 6,570 shares.