NORDSON CORP — Director's Dealing 2009

Jan 13, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NORDSON CORP (NDSN)
CIK: 0000072331
Period of Report: 2009-01-09

Reporting Person: CAMPBELL EDWARD P (Director, Chairman & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-01-09	Share Equivalent Unit	$	A	42536	Acquired		Common Shares (42536)	Direct
2009-01-09	Share Equivalent Unit	$	J	115	Acquired		Common Shares (115)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	318989	Direct

Footnotes

F1: Includes 3,935 shares owned through Company ESOP Plan; 25,175 shares owned through Company 401(k) Plan; 2,787 shares owned through Company Excess Retirement Plan.

F2: Share Equivalent Units acquired through deferral of performance shares awarded under 2004 Long Term Performance Plan. Deferrals are made to the Nordson Stock Measurement Fund of the 2005 Deferred Compensation Plan.

F3: Share Equivalent Units are settled in common shares at termination of employment or retirement subject to delayed distribution rules of Internal Revenue Code Section 409(A).

F4: Fair market value of common shares on settlement date (January 9, 2009) was $33.33 per share.

F5: Stock Equivalent Units accrued through 2005 Deferred Compensation Plan as dividend equivalents; convert to common shares on a one-for-one basis upon distribution of reporting person's retirement or termination of employment.