DONALDSON Co INC — Director's Dealing 2007

Jan 3, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2006-12-31

Reporting Person: EUGSTER JACK W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-31	Common Stock	A	533	$34.71	Acquired	43312	Direct
2007-01-01	Common Stock	A	1037	$34.71	Acquired	44349	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-12	Stock Option (right to buy)	$34.99	G	1000	Disposed	2016-12-01	Common Stock (1000)	Direct
2006-12-12	Stock Option (right to buy)	$34.99	G	1000	Disposed	2016-12-01	Common Stock (1000)	Direct
2006-12-12	Stock Option (right to buy)	$34.99	G	1000	Disposed	2016-12-01	Common Stock (1000)	Direct
2006-12-12	Stock Option (right to buy)	$34.99	G	1000	Disposed	2016-12-01	Common Stock (1000)	Direct

Footnotes

F1: The reported transaction involves the reporting person's gift of option shares granted to reporting person on December 1, 2006.