DONALDSON Co INC — Director's Dealing 2006

Dec 7, 2006

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2006-12-05

Reporting Person: Timm David W (Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	151	Indirect
Common Stock	22374	Indirect
Common Stock	20506	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$11.34	2007-12-19	Common Stock (5000)		Direct
Employee Stock Option (right to buy)	$10.00	2008-12-03	Common Stock (6000)		Direct
Employee Stock Option (right to buy)	$11.50	2009-12-06	Common Stock (6000)		Direct
Employee Stock Option (right to buy)	$12.91	2010-12-12	Common Stock (6000)		Direct
Employee Stock Option (right to buy)	$18.19	2011-12-03	Common Stock (6000)		Direct
Employee Stock Option (right to buy)	$17.78	2012-12-05	Common Stock (6000)		Direct
Employee Stock Option (right to buy)	$30.38	2013-12-05	Common Stock (4800)		Direct
Employee Stock Option (right to buy)	$30.50	2015-01-18	Common Stock (2500)		Direct
Employee Stock Option (right to buy)	$30.69	2015-11-15	Common Stock (5000)		Direct
Employee Stock Option (right to buy)	$32.99	2016-01-23	Common Stock (2500)		Direct

Footnotes

F1: Option vested in three equal annual installments commencing one year from grant date.

F2: Option vests in three equal annual installments commencing one year from grant date of 11/15/2005

F3: The option vests in three equal annual installments beginning on 1/23/2006.