DONALDSON Co INC — Director's Dealing 2004

May 11, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2004-05-01

Reporting Person: Vann William I (VP Operations)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5796	Direct
Common Stock	21232	Indirect
Common Stock	646	Indirect
Common Stock	588	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$6.19	2005-12-21	Common Stock (6000)		Direct
Employee Stock Option (right to buy)	$8.13	2006-12-05	Common Stock (8000)		Direct
Employee Stock Option (right to buy)	$11.34	2007-12-19	Common Stock (5000)		Direct
Employee Stock Option (right to buy)	$10.00	2008-12-03	Common Stock (7000)		Direct
Employee Stock Option (right to buy)	$11.50	2009-12-06	Common Stock (6000)		Direct
Employee Stock Option (right to buy)	$12.91	2010-12-12	Common Stock (6000)		Direct
Employee Stock Option (right to buy)	$18.19	2011-12-03	Common Stock (6000)		Direct
Employee Stock Option (right to buy)	$17.78	2012-12-05	Common Stock (6000)		Direct
Employee Stock Option (right to buy)	$30.38	2013-12-05	Common Stock (4000)		Direct

Footnotes

F1: Option vests in three equal annual installments commencing one year from grant date of 12/03/2001

F2: Option vests in three equal annual installments commencing one year from grant date of 12/05/2002

F3: Option vests in three equal annual installments commencing one year from grant date of 12/05/2003