DONALDSON Co INC — Director's Dealing 2004

Dec 8, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2004-12-07

Reporting Person: GIERTZ JAMES R (Senior VP)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-07	Stock Option (right to buy)	$30.69	A	21500	Acquired	2014-12-07	Common Stock (21500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5752	Indirect
Common Stock	6772	Indirect
Common Stock	9324	Indirect
Common Stock	207435	Direct

Footnotes

F1: Share total converted from the 401(k) Donaldson Stock Fund which is unitized.