DONALDSON Co INC — Director's Dealing 2006

Jun 1, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2006-05-31

Reporting Person: COOK WILLIAM M (Chairman, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-31	Common Stock	A	29.217	$32.91	Acquired	7478	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3900	Indirect
Common Stock	4378	Indirect
Common Stock	38038	Indirect
Common Stock	219870	Direct

Footnotes

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