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DONALDSON Co INC Director's Dealing 2006

May 3, 2006

30639_dirs_2006-05-03_3a6279d1-4d3a-42ab-8029-de28ae0bbca9.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2006-05-02

Reporting Person: GIERTZ JAMES R (Senior Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-04-26 Common Stock G 400 Disposed 242778 Direct
2006-05-02 Common Stock A 15.012 $32.64 Acquired 9933 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 6368 Indirect
Common Stock 6840 Direct

Footnotes

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