DONALDSON Co INC — Director's Dealing 2005

Dec 19, 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: COOK WILLIAM M (Chairman, President and CEO)

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	53000	Acquired	2015-12-16	Common Stock (53000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7236	Indirect
Common Stock	7500	Indirect
Common Stock	4330	Indirect
Common Stock	37685	Indirect
Common Stock	219342	Direct

Footnotes

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