DONALDSON Co INC — Director's Dealing 2006

Dec 28, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2006-12-27

Reporting Person: COOK WILLIAM M (Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-27	Common Stock	A	27.216	$35.33	Acquired	9013	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3900	Indirect
Common Stock	4404	Indirect
Common Stock	38320	Indirect
Common Stock	280334	Direct

Footnotes

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