DONALDSON Co INC — Director's Dealing 2005

Dec 20, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2005-12-16

Reporting Person: Shaw James F (Controller)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-16	Employee Stock Option (right to buy)	$32.80	A	2500	Acquired	2015-12-16	Common Stock (2500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	285	Indirect
Common Stock	100	Indirect
Common Stock	37	Direct

Footnotes

F1: Option vests in three equal annual installments commencing one year from grant date of 12/16/2005