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: GIERTZ JAMES R (Senior VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-07-25	Common Stock	M	50744	$15.02	Acquired	273876	Direct
2005-07-25	Common Stock	F	35691	$32.13	Disposed	238185	Direct
2005-07-26	Common Stock	A	14.755	$32.12	Acquired	9655	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-07-25	Employee Stock Option (right to buy)	$15.02	M	50744	Disposed	2007-12-19	Common Stock (50744)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5884	Indirect
Common Stock	6799	Indirect

Footnotes

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