DONALDSON Co INC — Director's Dealing 2008

Dec 3, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2008-12-01

Reporting Person: LINNELL NORMAN C (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-01	Common Stock	M	15208	$18.51	Acquired	76478	Direct
2008-12-01	Common Stock	F	10511	$34.22	Disposed	65967	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-01	Employee Stock Option (right to buy)	$18.51	M	15208	Disposed	2008-12-03	Common Stock (15208)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2599	Indirect
Common Stock	7894	Indirect