DONALDSON Co INC — Director's Dealing 2006

Mar 31, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2006-03-29

Reporting Person: GIERTZ JAMES R (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-03-29	Common Stock	M	51488	$12.82	Acquired	276890	Direct
2006-03-29	Common Stock	F	33712	$33.73	Disposed	243178	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-03-29	Employee Stock Option (right to buy)	$12.81	M	51488	Disposed	2008-12-03	Common Stock (51488)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9886	Indirect
Common Stock	6368	Indirect
Common Stock	6840	Indirect

Footnotes

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