DONALDSON Co INC — Director's Dealing 2006

Dec 4, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2006-12-01

Reporting Person: Vann William I (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-01	Common Stock	M	8000	$8.125	Acquired	24946	Direct
2006-12-01	Common Stock	F	3865	$35.01	Disposed	21081	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-01	Employee Stock Option (right to buy)	$8.125	M	8000	Disposed	2006-12-05	Common Stock (8000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	838	Indirect
Common Stock	22948	Indirect