DONALDSON Co INC — Director's Dealing 2004

Nov 1, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2004-10-28

Reporting Person: COOK WILLIAM M (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-10-28	Common Stock	M	416	$28.79	Acquired	190286	Direct
2004-10-28	Common Stock	F	409	$29.60	Disposed	189877	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-10-28	Option (right to buy)	$28.79	M	416	Disposed	2004-12-15	Common Stock (416)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4253	Indirect
Common Stock	5772	Indirect
Common Stock	36996	Indirect

Footnotes

F1: Share total converted from Donaldson Stock Fund which is unitized to permit daily trading.