DONALDSON Co INC — Director's Dealing 2005

Feb 1, 2005

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2005-02-01

Reporting Person: Touw Geert Henk (Senior VP)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	50528	Direct
Common Stock	47572	Indirect
Common Stock	16000	Indirect
Common Stock	2585	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$30.38	2013-12-05	Common Stock (15000)		Direct
Employee Stock Option (right to buy)	$30.69	2014-12-07	Common Stock (18000)		Direct

Footnotes

F1: Option vests in three equal annual installments commencing one year from grant date of 12/05/2003

F2: Option vests in three equal annual installments commencing one year from grant date of 12/07/2004