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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000897101-01-000003.txt : 20010122
<SEC-HEADER>0000897101-01-000003.hdr.sgml : 20010122
ACCESSION NUMBER:		0000897101-01-000003
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20010103
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010103

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DONALDSON CO INC
		CENTRAL INDEX KEY:			0000029644
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564]
		IRS NUMBER:				410222640
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0731

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-07891
		FILM NUMBER:		1501232

	BUSINESS ADDRESS:	
		STREET 1:		1400 W. 94TH ST.
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55431
		BUSINESS PHONE:		6128873131

	MAIL ADDRESS:	
		STREET 1:		1400 W 94TH STREET
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55431
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>



                       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



                                 January 2, 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)


<PAGE>


Item 5.  Other Events.


     On January 2, 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 January 2, 2001


<PAGE>


                                    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: January 3, 2001


<PAGE>


                                 EXHIBIT INDEX




Exhibit                  Description

99.1                     Press Release, dated January 2, 2001




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>



January 2, 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)

                                                   Rich Sheffer
                                                   (952) 887-3753



FOR IMMEDIATE RELEASE


                 DONALDSON COMPANY ANNOUNCES RESIGNATION OF CFO

MINNEAPOLIS, January 2, 2001 -- Donaldson Company, Inc. (NYSE:DCI), announced
today the resignation of Thomas W. VanHimbergen, Senior Vice President and Chief
Financial Officer, effective immediately. VanHimbergen is leaving the Company to
pursue other interests. The Company will begin a search for a new chief
financial officer immediately.

         Donaldson Company, Inc., headquartered in Minneapolis, Minnesota, 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 engine markets
including dust collection, power generation, specialty filtration, off-road
equipment, trucks, and automotive. Over 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 over $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.

                                      # # #


                                    - more -


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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