DONALDSON Co INC — Director's Dealing 2005

Dec 7, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2005-12-05

Reporting Person: COOK WILLIAM M (Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-05	Common Stock	M	22014	$32.10	Acquired	240324	Direct
2005-12-05	Common Stock	F	21507	$33.48	Disposed	218817	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-05	Stock Option (right to buy)	$32.10	M	22014	Disposed	2005-12-21	Common Stock (22014)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7193	Indirect
Common Stock	7500	Indirect
Common Stock	4329	Indirect
Common Stock	37594	Indirect

Footnotes

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