DONALDSON Co INC — Director's Dealing 2008

Aug 4, 2008

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2008-08-01

Reporting Person: Carpenter Tod E. (Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13099	Direct
Common Stock	6981	Indirect
Common Stock	262	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$11.50	2009-12-06	Common Stock (7000)		Direct
Employee Stock Option (right to buy)	$12.91	2010-12-12	Common Stock (6000)		Direct
Employee Stock Option (right to buy)	$18.19	2011-12-03	Common Stock (6000)		Direct
Employee Stock Option (right to buy)	$17.78	2012-12-05	Common Stock (6000)		Direct
Employee Stock Option (right to buy)	$30.38	2013-12-05	Common Stock (5600)		Direct
Employee Stock Option (right to buy)	$30.50	2015-01-18	Common Stock (2500)		Direct
Employee Stock Option (right to buy)	$32.99	2016-01-23	Common Stock (2500)		Direct
Employee Stock Option (right to buy)	$32.15	2016-07-26	Common Stock (500)		Direct
Employee Stock Option (right to buy)	$35.10	2016-12-05	Common Stock (5000)		Direct
Employee Stock Option (right to buy)	$46.00	2017-12-04	Common Stock (5500)		Direct

Footnotes

F1: Option vests in three equal annual installments commencing one year from grant date listed in this column.