DONALDSON Co INC — Director's Dealing 2004

Jun 18, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2004-06-17

Reporting Person: COOK WILLIAM M (Senior VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-06-17	Common Stock	M	11808	$8.25	Acquired	178673	Direct
2004-06-17	Common Stock	F	7236	$27.06	Disposed	171437	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-06-17	Option (right to buy)	$8.25	M	11808	Disposed	2006-12-23	Common Stock (11808)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2642	Indirect
Common Stock	5360	Indirect
Common Stock	36671	Indirect

Footnotes

F1: The Donaldson Stock Fund is unitized to permit daily trading.