Mail Stop 0510

March 15, 2005

via U.S. mail and facsimile

Mr. Thomas R. VerHage
Vice President and Chief Financial Officer
Donaldson Company, Inc.
1400 West 94th Street
Minneapolis, Minnesota  55431

	RE:	Donaldson Company, Inc.
		Form 10-K for the fiscal year ended July 31, 2004
		Filed October 7, 2004

		Forms 10-Q for the quarters ended October 31, 2004 and
January 31, 2005

		File No. 1-07891

Dear Mr. VerHage:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
documents in response to these comments.  Where indicated, we
think
you should revise your disclosures in future filings in response
to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended July 31, 2004

MD&A, Results of Operations

1. We note that you made an adjustment of $3.6 million during the
4th
quarter of 2004 for transactions that occurred during fiscal year
2003.  In order for us to better understand these adjustments,
please
provide us with a detailed description and analysis of the
adjustments.  This analysis should include the as reported and as
corrected line items of your consolidated statements of earnings
for
fiscal years 2004 and 2003 that were affected by the errors and
your
SAB 99 assessment of materiality.

Note L  Commitments and Contingencies

2. Please provide us with a rollforward of your the EPC patent
infringement litigation reserve disaggregated by component for
each
period presented, such as litigation costs and assumed
settlements.
Tell us and revise future filings to disclose the range of
reasonably
possible additional loss.

Item 9A.  Controls and Procedures

3. We note your statement that your chief executive officer and
your
chief financial officer concluded that "the Company`s disclosure
controls and procedures were adequately designed to ensure that
information required to be disclosed by the Company in reports
that
it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the
applicable rules and forms."
* It does not appear that your certifying officers have reached a
conclusion that your disclosure controls and procedures are
effective.  Please amend this filing and all subsequent filings to
address your officers` conclusions regarding the effectiveness of
your disclosure controls and procedures.  Refer to Item 307 of
Regulation S-K for guidance.
* Amend this filing and all subsequent filings to clarify that
your
certifying officers also concluded that your disclosure controls
and
procedures are effective, if true, to ensure that information
required to be disclosed in the reports that you file or submit
under
the Exchange Act is accumulated and communicated to your
management,
including your chief executive officer and chief financial
officer,
to allow timely decisions regarding required disclosure.  Refer to
Exchange Act Rule 13a-15(e) for guidance.

*    *    *    *

      As appropriate, please amend your Form 10-K and subsequent
Forms 10-Q and respond to these comments within 10 business days
or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information.  Detailed response letters
greatly facilitate our review.  Please file your response letter
on
EDGAR.  Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

?        the company is responsible for the adequacy and accuracy
of
the disclosure in the filing;

?        staff comments or changes to disclosure in response to
staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

?        the company may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Tracey Houser, Staff Accountant, at (202)
942-
1989, or me at (202) 942-1798 if you have questions regarding
comments on the financial statements and related matters.

							Sincerely,




							John Hartz
							Senior Assistant Chief
Accountant


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Mr. VerHage
Donaldson Company, Inc.
March 15, 2005
Page 1 of 3




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE