8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K
                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                                 August 13, 2001
                        (Date of earliest event reported)


                             DONALDSON COMPANY, INC.
             (Exact name of Registrant as specified in its charter)




       Delaware                     1-7891                      41-0222640
       (State of             (Commission File No.)             (IRS Employer
    Incorporation)                                          Identification No.)




                              1400 West 94th Street
                          Minneapolis, Minnesota 55431
          (Address of principal executive offices, including zip code)


                                  (952)887-3131
              (Registrant's telephone number, including area code)





Item 5.  Other Events.


       On August 13, 2001, the Company issued a press release in the form
attached as Exhibit 99.1 to this Form 8-K.



Item 7.  Exhibits

99.1     Press Release dated August 13, 2001





                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                        DONALDSON COMPANY, INC.

                                                        By /s/ Norman C. Linnell
                                                           ---------------------
                                                        Name: Norman C. Linnell
                                                        Title: Vice President


Date: August 13, 2001




                                 EXHIBIT INDEX




Exhibit                  Description

99.1                     Press Release, dated August 13, 2001

EX-99

                                                                    Exhibit 99.1


August 13, 2001

FROM:                                         FOR:
Padilla Speer Beardsley Inc.                  Donaldson Company, Inc.
224 Franklin Avenue West                      P.O. Box 1299
Minneapolis, Minnesota  55404                 Minneapolis, Minnesota  55440
                                                       (NYSE: DCI)

Chris Bauer                                   Rich Sheffer
(612) 871-8877                                (952) 887-3753

FOR IMMEDIATE RELEASE


             DONALDSON COMPANY, INC. PROJECTS FOURTH-QUARTER RESULTS
                            WILL EXCEED EXPECTATIONS

         MINNEAPOLIS, Aug. 13 -- Donaldson Company, Inc. (NYSE:DCI) announced
today that preliminary revenues for its fiscal fourth quarter ended July 31,
2001 were up approximately 10 percent from third quarter's $269.7 million, well
above expectations.
         "As discussed in our fiscal third-quarter earnings announcement, we
were expecting very strong gas turbine shipments in the fourth quarter due to
its exceptionally strong 90-day backlog," said Bill Van Dyke, chairman,
president and chief executive officer. "I'm pleased to announce that we were
able to surpass those high expectations through our ability to deliver gas
turbine systems where and when our customers need them. In addition, we
experienced stronger-than-expected operating results in Europe and had a full
quarter's benefit from the cost reduction initiatives taken during the third
quarter. As a result, we are optimistic that our earnings per share for the
fourth quarter will significantly exceed the investment community's
expectations."
         The company will report its fiscal fourth-quarter results after market
close on August 28, 2001. The company will host a conference call for analysts
at 4:00 p.m. CDT, and will provide a live Webcast of the call. Details regarding
the conference call and the Webcast will be issued shortly.
         Donaldson Company, Inc., headquartered in Minneapolis, Minn., is a
leading worldwide provider of filtration systems and replacement parts. Founded
in 1915, Donaldson is a technology-driven company committed to satisfying
customer needs for filtration solutions through innovative research and
development. Donaldson serves customers in the industrial and


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Donaldson Company, Inc.
August 13, 2001
Page 2



engine markets
including dust collection, power generation, specialty filtration, off-road
equipment, trucks, and automotive. More than 8,400 employees contribute to the
company's success at roughly 40 manufacturing locations around the world. In
fiscal year 2000, Donaldson reported record sales of more than $1 billion and
achieved its eleventh consecutive year of double-digit earnings growth.
Donaldson is a member of the S&P MidCap 400 Index and Donaldson shares are
traded on the New York Stock Exchange under the symbol DCI. Additional company
information is available at www.donaldson.com.

         Statements that Donaldson Company, Inc. may publish, including those in
this announcement, that are not strictly historical are "forward-looking
statements" made under the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve known and
unknown risks which may cause actual results and corporate developments to
differ materially from those expected, including those risks described in the
Company's SEC filings, including quarterly reports on Form 10-Q, annual reports
on Form 10-K and reports on Form 8-K. New factors emerge from time-to-time and
it is not possible for management to predict all such factors, nor can it assess
the impact of each such factor on the business or the extent to which any
factor, or a combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statement. Investors are
cautioned not to place undue reliance on such forward-looking statements as they
speak only to the Company's views as of the date that the statement is made. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

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