DONALDSON Co INC — Director's Dealing 2004

May 20, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2004-05-19

Reporting Person: COOK WILLIAM M (Senior VP)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-19	Employee Stock Option (right to buy)	$25.75	A	75000	Acquired	2014-05-19	Common Stock (75000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2640	Indirect
Common Stock	5350	Indirect
Common Stock	36647	Indirect
Common Stock	166865	Direct

Footnotes

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