DONALDSON Co INC — Director's Dealing 2005

Dec 30, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2005-12-28

Reporting Person: GIERTZ JAMES R (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-28	Common Stock	A	14.831	$31.95	Acquired	6306	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9745	Indirect
Common Stock	6832	Indirect
Common Stock	242215	Direct

Footnotes

F1: Share total converted from the 401(k) Donaldson Stock Fund which is unitized.