DONALDSON Co INC — Director's Dealing 2007

Dec 4, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2007-12-03

Reporting Person: Vann William I (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-12-03	Common Stock	M	5000	$11.34	Acquired	31141	Direct
2007-12-03	Common Stock	F	2452	$46.78	Disposed	28689	Direct
2007-12-03	Common Stock	M	7000	$10.00	Acquired	35689	Direct
2007-12-03	Common Stock	F	3297	$46.78	Disposed	32392	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-12-03	Employee Stock Option (right to buy)	$11.34	M	5000	Disposed	2007-12-19	Common Stock (5000)	Direct
2007-12-03	Employee Stock Option (right to buy)	$10.00	M	7000	Disposed	2008-12-03	Common Stock (7000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1166	Indirect
Common Stock	23509	Indirect