DONALDSON Co INC — Director's Dealing 2006

Dec 7, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Shaw James F (Controller)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-05	Employee Stock Option (right to buy)	$35.10	A	2500	Acquired	2011-12-05	Common Stock (2500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	561	Indirect
Common Stock	100	Indirect
Common Stock	37	Direct

Footnotes

F1: Option vests in three equal annual installments commencing one year from grant date of 12/05/2006