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: Ward Jay L (Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14	Direct
Common Stock	46	Indirect
Common Stock	340	Indirect
Common Stock	3231	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$11.50	2009-12-06	Common Stock (3400)		Direct
Employee Stock Option (right to buy)	$9.84	2009-01-12	Common Stock (3000)		Direct
Employee Stock Option (right to buy)	$12.91	2010-12-12	Common Stock (4000)		Direct
Employee Stock Option (right to buy)	$18.19	2011-12-03	Common Stock (5000)		Direct
Employee Stock Option (right to buy)	$17.78	2012-12-05	Common Stock (5000)		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)	$32.99	2016-01-23	Common Stock (2500)		Direct

Footnotes

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

F2: Option vested in three equal annual installments commencing one year from grant date.

F3: Option vests in three equal annual installments commencing one year from grant date of 01/23/2006