8-K

UNITED STATES
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

Date of Report (Date of earliest event reported): July 29, 2005

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

Delaware	1-7891	41-0222640
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)
	1400 West 94th Street Minneapolis, MN 55431
	(Address of principal executive offices)
	(952) 887-3131
	Registrant’s telephone number, including area code
	Not Applicable
	(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

        On July 29, 2005, Donaldson Company, Inc. (“Donaldson”) announced the retirement of William G. Van Dyke from his position as Chairman of the Board of Directors, effective August 1, 2005. Donaldson also announced the election of William M. Cook as the new Chairman, effective August 1, 2005. A copy of the press release that discusses these matters is filed as Exhibit 99.1 to, and incorporated by reference in, this report.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release, dated July 29, 2005, issued by Donaldson Company, Inc.

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.

Date: July 29, 2005

DONALDSON COMPANY, INC.
By:	/s/ Norman C. Linnell
	Name: Norman C. Linnell
	Title: Vice President, General Counsel and Secretary

EX-99.1

FOR IMMEDIATE RELEASE:
Thursday, July 29, 2005 FOR FURTHER INFORMATION:
Rich Sheffer   (952) 887-3753

DONALDSON COMPANY ELECTS WILLIAM COOK CHAIRMAN

Current Chairman Bill Van Dyke Retiring Effective August 1, 2005

        MINNEAPOLIS, MN – July 29, 2005 – Donaldson Company, Inc. (NYSE:DCI) announced today that its Board of Directors has named William (Bill) Cook Chairman, effective August 1, 2005. Current Chairman Bill Van Dyke, 60, will retire from the Board and from Donaldson at that time. The Board will not fill Bill Van Dyke’s position, reducing the number of Directors to eight.

        “The company is running very well, and the future offers lots of opportunity for continued growth,” said Bill Van Dyke. “I’m confident that the company is in good hands under Bill Cook’s leadership.”

        Bill Cook, 51, was named President and Chief Executive Officer in August 1, 2004 and elected to the company’s Board of Directors May 21, 2004. He joined Donaldson Company in 1980 and has held various senior leadership positions including Senior Vice President, Commercial and Industrial, and Senior Vice President, International and Chief Financial Officer.

        “We’d like to thank Bill Van Dyke for his leadership of this board and of Donaldson for the last nine years,” said John Grundhofer, Chair of Donaldson’s Corporate Governance Committee. “Bill Van Dyke has continuously provided vision and leadership, and his legacy is an enduring, prosperous institution that has provided superior return to its shareholders. We believe that Bill Cook will provide the same high level of corporate governance leadership that he has already demonstrated since he assumed the role of President and Chief Executive Officer.”

About Donaldson Company

        Donaldson is a leading worldwide provider of filtration systems and replacement parts. 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 diesel engine markets including in-plant air cleaning, compressed air and gas purification, power generation, disk drive filtration, off-road equipment and trucks. Our 10,000 employees contribute to the company’s success at over 30 manufacturing locations around the world. Donaldson is a member of the S&P MidCap 400 Index and Donaldson shares are traded on the NYSE under the symbol DCI. Additional company information is available at www.donaldson.com.

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