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): November 21, 2008

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) (Zip Code)
	(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 8.01. Other Events and Regulation FD Disclosure

         On November 21, 2008, Donaldson Company, Inc. (the “Company”) announced that the Company’s Board of Directors has increased the Company’s common stock cash dividend to 11.5 cents per share, payable December 19, 2008 to shareholders of record as of December 5, 2008. As of October 31, 2008, there were approximately 76,900,000 shares outstanding. The current declaration is the 213^th consecutive quarterly cash dividend paid by Donaldson over a time span of 53 years.

         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 November 21, 2008, 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: November 21, 2008

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

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated November 21, 2008 issued by Donaldson Company, Inc.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:	FOR FURTHER INFORMATION:
Friday, November 21, 2008	Rich Sheffer (952) 887-3753

DONALDSON COMPANY INCREASES QUARTERLY DIVIDEND 5 PERCENT

          MINNEAPOLIS, Nov. 21, 2008-- Donaldson Company, Inc. (NYSE: DCI), announced today that its Board of Directors has increased the quarterly common stock cash dividend by 5 percent, marking the 23^rd consecutive year of dividend increases.

          The Board declared a regular cash dividend of 11.5 cents per share, payable December 19^th to shareholders of record as of December 5^th. As of October 31^st, there were approximately 76,900,000 shares outstanding. The current declaration is the 213^th consecutive quarterly cash dividend paid by Donaldson over a time span of 53 years.

About Donaldson Company, Inc.

          Donaldson is a leading worldwide provider of filtration systems that improve people’s lives, enhance our Customers’ equipment performance, and protect our environment. We are a technology-driven company committed to satisfying our Customers’ needs for filtration solutions through innovative research and development, application expertise, and global presence. Our 13,000 employees contribute to the Company’s success by supporting our Customers at our more than 100 sales, manufacturing, and distribution locations around the world.

          Donaldson is a member of the S&P MidCap 400 and Russell 1000 indices, and our shares trade on the NYSE under the symbol DCI. Additional information is available at www.donaldson.com.

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