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DONALDSON Co INC Director's Dealing 2006

Jan 28, 2006

30639_dirs_2006-01-27_c0964471-8da9-4c4d-b861-49d16e757f3d.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: 2006-01-27

Reporting Person: LINNELL NORMAN C (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-25	Common Stock	M	7982	$10.00	Acquired	53376	Direct
2006-01-25	Common Stock	F	4995	$33.71	Disposed	48381	Direct
2006-01-25	Common Stock	M	6068	$12.34	Acquired	54449	Direct
2006-01-25	Common Stock	F	3924	$33.71	Disposed	50525	Direct
2006-01-25	Common Stock	M	4040	$12.34	Acquired	54565	Direct
2006-01-25	Common Stock	F	2613	$33.71	Disposed	51952	Direct
2006-01-25	Common Stock	M	5610	$11.81	Acquired	57562	Direct
2006-01-25	Common Stock	F	3579	$33.71	Disposed	53983	Direct
2006-01-25	Common Stock	M	6014	$11.81	Acquired	59997	Direct
2006-01-25	Common Stock	F	3837	$33.71	Disposed	56160	Direct
2006-01-25	Common Stock	M	6122	$11.10	Acquired	62282	Direct
2006-01-25	Common Stock	F	3833	$33.71	Disposed	58449	Direct
2006-01-25	Common Stock	M	4822	$11.10	Acquired	63271	Direct
2006-01-25	Common Stock	F	3020	$33.71	Disposed	60251	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-25	Employee Stock Option (right to buy)	$10.00	M	7982	Disposed	2006-07-29	Common Stock (7982)	Direct
2006-01-25	Employee Stock Option (right to buy)	$12.34	M	6068	Disposed	2006-12-05	Common Stock (6068)	Direct
2006-01-25	Employee Stock Option (right to buy)	$12.34	M	4040	Disposed	2006-07-29	Common Stock (4040)	Direct
2006-01-25	Employee Stock Option (right to buy)	$11.81	M	5610	Disposed	2006-12-05	Common Stock (5610)	Direct
2006-01-25	Employee Stock Option (right to buy)	$11.81	M	6014	Disposed	2006-07-29	Common Stock (6014)	Direct
2006-01-25	Employee Stock Option (right to buy)	$11.10	M	6122	Disposed	2006-07-29	Common Stock (6122)	Direct
2006-01-25	Employee Stock Option (right to buy)	$11.10	M	4822	Disposed	2006-12-05	Common Stock (4822)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1895	Indirect
Common Stock	6896	Indirect