DONALDSON Co INC — Director's Dealing 2003

Jul 31, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2003-07-29

Reporting Person: PRIADKA NICKOLAS (Senior VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-07-29	Common Stock	M	22500	$35.54	Acquired	0	Direct
2003-07-29	Common Stock	F	18345	$48.30	Disposed	171438	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-07-29	Option (right to buy)	$35.56	M	22500	Disposed	2010-12-05	Common Stock (22500)	Direct
2003-07-29	Option (right to buy)	$48.30	A	18345	Acquired	2010-12-05	Common Stock (18345)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	21693	Indirect
Common Stock	1998	Indirect
Common Stock	24358	Indirect