DONALDSON Co INC — Director's Dealing 2005

Mar 3, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2005-03-01

Reporting Person: GIERTZ JAMES R (Senior VP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-03-01	Common Stock	M	12608	$9.50	Acquired	219358	Direct
2005-03-01	Common Stock	F	7729	$31.89	Disposed	211629	Direct
2005-03-01	Common Stock	M	11690	$11.63	Acquired	223319	Direct
2005-03-01	Common Stock	F	7552	$31.89	Disposed	215767	Direct
2005-03-01	Common Stock	M	12608	$9.50	Acquired	228375	Direct
2005-03-01	Common Stock	F	7676	$31.89	Disposed	220699	Direct
2005-03-01	Common Stock	M	11518	$12.13	Acquired	232217	Direct
2005-03-01	Common Stock	F	7541	$31.89	Disposed	224676	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-01	Employee Stock Option (right to buy)	$9.50	M	12608	Disposed	2005-12-21	Common Stock (12608)	Direct
2005-03-01	Employee Stock Option (right to buy)	$11.63	M	11690	Disposed	2005-12-21	Common Stock (11690)	Direct
2005-03-01	Employee Stock Option (right to buy)	$9.50	M	12608	Disposed	2005-12-21	Common Stock (12608)	Direct
2005-03-01	Employee Stock Option (right to buy)	$12.13	M	11518	Disposed	2005-12-21	Common Stock (11518)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5863	Indirect
Common Stock	6788	Indirect
Common Stock	9453	Indirect
Common Stock	206750	Direct

Footnotes

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