DONALDSON Co INC — Director's Dealing 2005

Jun 8, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2005-06-03

Reporting Person: VAN DYKE WILLIAM G (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-06-03	Common Stock	M	53600	$18.19	Acquired	920672	Direct
2005-06-03	Common Stock	F	40730	$31.97	Disposed	879942	Direct
2005-06-03	Common Stock	M	156000	$11.34	Acquired	1035942	Direct
2005-06-03	Common Stock	F	99940	$31.97	Disposed	936002	Direct
2005-06-03	Common Stock	M	146800	$10.00	Acquired	1082802	Direct
2005-06-03	Common Stock	F	90609	$31.97	Disposed	992193	Direct
2005-06-03	Common Stock	M	132200	$11.50	Acquired	1124393	Direct
2005-06-03	Common Stock	F	85052	$31.97	Disposed	1039341	Direct
2005-06-03	Common Stock	M	162000	$12.91	Acquired	1201341	Direct
2005-06-03	Common Stock	F	108193	$31.97	Disposed	1093148	Direct
2005-06-03	Common Stock	M	56708	$14.00	Acquired	1149856	Direct
2005-06-03	Common Stock	F	38954	$31.97	Disposed	1110902	Direct
2005-06-03	Common Stock	M	91484	$14.00	Acquired	1202386	Direct
2005-06-03	Common Stock	F	62842	$31.97	Disposed	1139544	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-06-03	Employee Stock Option (right to buy)	$18.19	M	53600	Disposed	2011-12-03	Common Stock (53600)	Direct
2005-06-03	Employee Stock Option (right to buy)	$31.97	A	40730	Acquired	2011-12-03	Common Stock (40730)	Direct
2005-06-03	Employee Stock Option (right to buy)	$11.34	M	156000	Disposed	2007-12-19	Common Stock (156000)	Direct
2005-06-03	Employee Stock Option (right to buy)	$31.97	A	99940	Acquired	2007-12-19	Common Stock (99940)	Direct
2005-06-03	Employee Stock Option (right to buy)	$10.00	M	146800	Disposed	2008-12-03	Common Stock (146800)	Direct
2005-06-03	Employee Stock Option (right to buy)	$31.97	A	90609	Acquired	2008-12-03	Common Stock (90609)	Direct
2005-06-03	Employee Stock Option (right to buy)	$11.50	M	132200	Disposed	2009-12-06	Common Stock (132200)	Direct
2005-06-03	Employee Stock Option (right to buy)	$31.97	A	85052	Acquired	2009-12-06	Common Stock (85052)	Direct
2005-06-03	Employee Stock Option (right to buy)	$12.91	M	162000	Disposed	2010-12-12	Common Stock (162000)	Direct
2005-06-03	Employee Stock Option (right to buy)	$31.97	A	108193	Acquired	2010-12-12	Common Stock (108193)	Direct
2005-06-03	Employee Stock Option (right to buy)	$14.00	M	56708	Disposed	2005-12-21	Common Stock (56708)	Direct
2005-06-03	Employee Stock Option (right to buy)	$14.00	M	91484	Disposed	2006-12-05	Common Stock (91484)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	325	Indirect
Common Stock	1846	Indirect
Common Stock	123272	Indirect
Common Stock	403840	Indirect