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DONALDSON Co INC Director's Dealing 2005

Dec 15, 2005

30639_dirs_2005-12-15_5fcd7203-156f-4c3d-861e-f14962697130.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2005-12-13

Reporting Person: GIERTZ JAMES R (Senior Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-12-13 Common Stock A 14.346 $33.03 Acquired 6292 Indirect
2005-12-09 Common Stock G 200 Disposed 242215 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 9745 Indirect
Common Stock 6831 Indirect

Footnotes

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

F2: Periodic employer payroll matching contribution to retirement savings plan.