DONALDSON Co INC — Director's Dealing 2009

Nov 25, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2009-11-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-11-23	Common Stock	M	43000	$11.50	Acquired	438890	Direct
2009-11-23	Common Stock	F	11669	$44.12	Disposed	427221	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-11-23	Employee Stock Option (right to buy)	$11.50	M	43000	Disposed	2009-12-06	Common Stock (43000)	Direct
2009-11-23	Employee Stock Option (right to buy)	$44.12	A	11669	Acquired	2009-12-06	Common Stock (11669)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3900	Indirect
Common Stock	13919	Indirect
Common Stock	45128	Indirect