DONALDSON Co INC — Director's Dealing 2005

Jul 27, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2005-07-25

Reporting Person: SCHWAB LOWELL F (Senior VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-07-25	Common Stock	M	34080	$18.55	Acquired	174534	Direct
2005-07-25	Common Stock	F	26056	$32.13	Disposed	148478	Direct
2005-07-26	Common Stock	A	14.771	$32.08	Acquired	5050	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-07-25	Employee Stock Option (right to buy)	$18.55	M	34080	Disposed	2006-12-05	Common Stock (34080)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20288	Indirect