DONALDSON Co INC — Director's Dealing 2011

Jan 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DONALDSON CO INC (DCI)
CIK: 0000029644
Period of Report: 2011-01-04

Reporting Person: GRUNDHOFER JOHN F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-04	Common Stock	M	7200	$33.20	Acquired	36327	Indirect
2011-01-04	Common Stock	F	4051	$59.00	Disposed	32276	Indirect
2011-01-04	Common Stock	M	7200	$34.99	Acquired	39476	Indirect
2011-01-04	Common Stock	F	4269	$59.00	Disposed	35207	Indirect
2011-01-04	Common Stock	M	7200	$34.07	Acquired	42407	Indirect
2011-01-04	Common Stock	F	4157	$59.00	Disposed	38250	Indirect
2011-01-04	Common Stock	M	7200	$42.88	Acquired	45450	Indirect
2011-01-04	Common Stock	F	5232	$59.00	Disposed	40218	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-04	Employee Stock Option (right to buy)	$33.20	M	7200	Disposed	2015-12-01	Common Stock (7200)	Direct
2011-01-04	Employee Stock Option (right to buy)	$34.99	M	7200	Disposed	2016-12-01	Common Stock (7200)	Direct
2011-01-04	Employee Stock Option (right to buy)	$34.07	M	7200	Disposed	2019-01-02	Common Stock (7200)	Direct
2011-01-04	Employee Stock Option (right to buy)	$42.88	M	7200	Disposed	2020-01-04	Common Stock (7200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2450	Indirect
Common Stock	28328	Direct