DONALDSON Co INC — Director's Dealing 2005

May 18, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2005-05-17

Reporting Person: GIERTZ JAMES R (Senior VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-17	Common Stock	A	15.14	$31.30	Acquired	9562	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5874	Indirect
Common Stock	6788	Indirect
Common Stock	224787	Direct

Footnotes

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