DONALDSON Co INC — Director's Dealing 2004

Sep 14, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2004-09-10

Reporting Person: WINDFELDT THOMAS A (VP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-09-10	Common Stock	M	24000	$11.34	Acquired	219003	Direct
2004-09-10	Common Stock	F	9508	$29.29	Disposed	209495	Direct
2004-09-10	Common Stock	M	18000	$18.19	Acquired	227495	Direct
2004-09-10	Common Stock	F	11278	$29.29	Disposed	216217	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-10	Employee Stock Option (right to buy)	$11.34	M	24000	Disposed	2007-12-19	Common Stock (24000)	Direct
2004-09-10	Employee Stock Option (right to buy(	$29.29	A	9508	Acquired	2007-12-19	Common Stock (9508)	Direct
2004-09-10	Employee Stock Option (right to buy)	$18.19	M	18000	Disposed	2011-12-03	Common Stock (18000)	Direct
2004-09-10	Employee Stock Option (right to buy)	$29.29	A	11278	Acquired	2011-12-03	Common Stock (11278)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	536	Indirect
Common Stock	1119	Indirect
Common Stock	4366	Indirect