DONALDSON Co INC — Director's Dealing 2006

Sep 14, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2006-09-12

Reporting Person: GIERTZ JAMES R (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-09-12	Common Stock	M	49000	$12.91	Acquired	291729	Direct
2006-09-12	Common Stock	F	30827	$37.50	Disposed	260902	Direct
2006-09-12	Common Stock	M	49000	$18.19	Acquired	309902	Direct
2006-09-12	Common Stock	F	34732	$37.50	Disposed	275170	Direct
2006-09-12	Common Stock	M	49000	$17.78	Acquired	324170	Direct
2006-09-12	Common Stock	F	34428	$37.50	Disposed	289742	Direct
2006-09-12	Common Stock	M	38000	$30.38	Acquired	327742	Direct
2006-09-12	Common Stock	F	33920	$37.50	Disposed	293822	Direct
2006-09-12	Common Stock	M	28236	$15.02	Acquired	322058	Direct
2006-09-12	Common Stock	F	18664	$37.50	Disposed	303394	Direct
2006-09-12	Common Stock	M	21500	$30.69	Acquired	324894	Direct
2006-09-12	Common Stock	F	19292	$37.50	Disposed	305602	Direct
2006-09-12	Common Stock	M	14614	$15.68	Acquired	320216	Direct
2006-09-12	Common Stock	F	9804	$37.50	Disposed	310412	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-09-12	Employee Stock Option (right to buy)	$12.91	M	49000	Disposed	2010-12-12	Common Stock (49000)	Direct
2006-09-12	Employee Stock Option (right to buy)	$18.19	M	49000	Disposed	2011-12-02	Common Stock (49000)	Direct
2006-09-12	Employee Stock Option (right to buy)	$17.78	M	49000	Disposed	2012-12-05	Common Stock (49000)	Direct
2006-09-12	Employee Stock Option (right to buy)	$30.38	M	38000	Disposed	2013-12-05	Common Stock (38000)	Direct
2006-09-12	Employee Stock Option (right to buy)	$15.02	M	28236	Disposed	2009-12-06	Common Stock (28236)	Direct
2006-09-12	Employee Stock Option (right to buy)	$30.69	M	21500	Disposed	2014-12-04	Common Stock (21500)	Direct
2006-09-12	Employee Stock Option (right to buy)	$15.68	M	14614	Disposed	2009-12-06	Common Stock (14614)	Direct
2006-09-12	Employee Stock Option (right to buy)	$37.50	A	34428	Acquired	2006-10-15	Common Stock (34428)	Direct
2006-09-12	Employee Stock Option (right to buy)	$37.50	A	30827	Acquired	2006-10-15	Common Stock (30827)	Direct
2006-09-12	Employee Stock Option (right to buy)	$37.50	A	34732	Acquired	2006-10-15	Common Stock (34732)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10116	Indirect
Common Stock	6400	Indirect
Common Stock	6859	Indirect

Footnotes

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