DONALDSON Co INC — Director's Dealing 2007

Sep 11, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2007-09-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-09-07	Common Stock	M	52000	$11.34	Acquired	331565	Direct
2007-09-07	Common Stock	F	14881	$41.15	Disposed	316684	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-09-07	Employee Stock Option (right to buy)	$11.34	M	52000	Disposed	2007-12-19	Common Stock (52000)	Direct
2007-09-07	Employee Stock Option (right to buy)	$41.15	A	14881	Acquired	2007-12-19	Common Stock (14881)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9778	Indirect
Common Stock	3900	Indirect
Common Stock	43412	Indirect