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 10, 2008

FASTENAL COMPANY

(Exact name of registrant as specified in its charter)

Minnesota	0-16125	41-0948415
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2001 Theurer Boulevard Winona, Minnesota	55987-1500
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (507) 454-5374

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):

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

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

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

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

Item 8.01. Other Events.

On July 10, 2008, Fastenal Company (the “Registrant”) issued a press release announcing that on July 10, 2008 its Board of Directors declared a dividend of $.27 per share to be paid in cash on August 29, 2008 to shareholders of record at the close of business on August 18, 2008. A copy of that press release is attached as an exhibit to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

The following is furnished herewith:

(c) Exhibits

99.1 Press release of Fastenal Company dated July 10, 2008

SIGNATURES

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 10, 2008
	FASTENAL COMPANY
	By:	/s/ Daniel L. Florness
		Daniel L. Florness
		Chief Financial Officer

INDEX TO EXHIBITS

99.1 Press release of Fastenal Company dated July 10, 2008 Electronically Filed

EX-99.1

Exhibit 99.1

FASTENAL COMPANY ANNOUNCES CASH DIVIDEND

RELEASE DATE: July 10, 2008

Contact: Jean DuBois, Executive Assistant / Investor Relations 507.454.5374

The Fastenal Company of Winona, MN (NASDAQ Symbol FAST) reported its Board of Directors declared a dividend of $.27 per share be paid in cash on August 29, 2008 to shareholders of record at the close of business on August 18, 2008. The Company expects that it will continue to pay a comparable semi-annual cash dividend in the foreseeable future, provided that any future determination as to payment of dividends will depend upon the financial condition and results of operations of the Company and such other factors as are deemed relevant by the Board of Directors.

Recent activity regarding dividends and stock repurchases are as follows:

Year	Dividends paid	Total dividend paid (000’s)		Total dividend paid per share		Total value of repurchased shares (000’s)		Per share price of repurchased shares
2008	Two	$	77,489	$	0.52	$	8,944	$	44.72
2007	Two	$	66,216	$	0.44	$	87,312	$	41.86
2006	Two	$	60,548	$	0.40	$	17,294	$	36.49
2005	Two	$	46,935	$	0.31	$	18,739	$	26.75
2004	Two	$	30,350	$	0.20	$	—	$	—
2003	Two	$	15,935	$	0.105	$	—	$	—
2002	One	$	3,794	$	0.025	$	—	$	—
2001	One	$	3,415	$	0.0225	$	—	$	—

* Note: The 2008 dividend paid amounts include the impact from this dividend announcement. The total dividend paid amount in 2008 has been estimated using the number of shares outstanding on June 30, 2008. The 2008 shares repurchased information is as of June 30, 2008.

All information reflects the 2-for-1 stock splits effected in the form of a stock dividend in each of 2002 and 2005.

Fastenal sells different types of industrial and construction supplies in the following product categories: threaded fasteners and miscellaneous supplies; tools; metal cutting tool blades and abrasives; fluid transfer components and accessories for hydraulic and pneumatic power; material handling; storage and packaging products; janitorial, chemical and paint products; electrical supplies; welding supplies; safety supplies; and metals, alloys and materials.

As of June 30, 2008, Fastenal operated 2,272 stores in the United States (all 50 states), Canada (all provinces), Puerto Rico (multiple), Mexico (14 states), Singapore (one location), Netherlands (one location), and China (one location) selling to the general public. The Company operates 13 distribution centers located in Minnesota, Indiana, Ohio, Pennsylvania, Texas, Georgia, Washington, California, Utah, North Carolina, Kansas, Ontario, Canada; and Nuevo Leon, Mexico.

Additional information regarding Fastenal Company is available on the Fastenal Company World Wide Web site at www.fastenal.com.

This press release contains statements that are not historical in nature and that are intended to be, and are hereby identified as, “forward looking statements” as defined in the Private Securities Litigation Reform Act of 1995, including a statement regarding expectations as to payment of a comparable semi-annual cash dividend in the foreseeable future. Any future determination as to payment of dividends will depend upon the financial condition and results of operations of the Company and such other factors as are deemed relevant by the Board of Directors. For example, a change in business needs including working capital and funding for acquisitions, or a change in tax law relating to dividends, could cause the Company to decide not to pay a dividend in the future. A discussion of other risks and uncertainties is included in the Company 2007 annual report on Form 10-K under the section captioned “Risk Factors” and the Company’s 2007 annual and 2008 quarterly reports under the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. FAST-D