NORDSON CORP — Director's Dealing 2008

Nov 25, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2008-11-24

Reporting Person: KEITHLEY JOSEPH P (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-11-24	Restricted Stock Units	$	D	1435	Disposed		Common Shares (1435)	Direct
2008-11-24	Stock Equivalent Units	$	A	1435	Acquired		Common Shares (1435)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	3323	Direct

Footnotes

F1: Restricted Stock Units acquired through deferral of grant of restricted stock under Directors' Deferred Compensation Plan.

F2: Restricted Stock Units vest two (2) years after the grant date and convert to an equal number of stock equivalent units on the vesting date.

F3: Stock Equivalent Units acquired upon vesting date for restricted stock units. Stock equivalent units are settled in common shares on a one-for-one basis when reporting person ceases to be a Director.