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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000897101-02-000298.txt : 20020424
<SEC-HEADER>0000897101-02-000298.hdr.sgml : 20020424
ACCESSION NUMBER:		0000897101-02-000298
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020418
ITEM INFORMATION:		Changes in registrant's certifying accountant
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020424

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:		1934 Act
		SEC FILE NUMBER:	001-07891
		FILM NUMBER:		02619781

	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>donaldson022156_8k.txt
<DESCRIPTION>DONALDSON COMPANY, INC. FORM 8K
<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


         Date of report (Date of earliest event reported) April 18, 2002
                                                          --------------


                             DONALDSON COMPANY, INC.
                -------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)




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



                 1400 West 94th Street
                 Minneapolis, Minnesota                             55431
         ---------------------------------------                  ----------
         (Address of Principal Executive Offices)                 (Zip Code)


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

                                 Not Applicable
            ------------------------------------------------------------
            (Former Name or Former Address, if Changed Since Last Report)


Item 4. Changes in Registrant's Certifying Accountant.

On April 18, 2002, the board of directors (the "Board") of Donaldson Company,
Inc. (the "Company"), at the recommendation of its audit committee, dismissed
Arthur Andersen LLP ("Andersen") as the Company's independent public accountants
and engaged PricewaterhouseCoopers LLP ("PWC") to serve as the Company's
independent public accountants for fiscal year 2002.

Andersen's reports on the Company's consolidated financial statements for each
of the years ended July 31, 2001 and 2000 did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.


<PAGE>


During the years ended July 31, 2001 and 2000 and through April 18, 2002, there
were no disagreements with Andersen on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to Andersen's satisfaction, would have caused them to
make reference to the subject matter of the disagreements in connection with
their report on the Company's consolidated financial statements for such years;
and there were no "reportable events," as such term is defined in Item
304(a)(1)(v) of Regulation S-K.

The Company provided Andersen with a copy of the foregoing disclosures. Attached
as Exhibit 16 is a copy of Andersen's letter, dated April 18, 2002 and addressed
to the Securities and Exchange Commission, stating its agreement with the
statements contained in such disclosures.

During the years ended July 31, 2001 and 2000 and through the date of the
Board's decision to engage PWC, the Company did not consult PWC with respect to
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, or any other matters or
reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

        (c) Exhibits.

            16       Letter from Arthur Andersen LLP to the Securities and
                     Exchange Commission, dated April 18, 2002


                                    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/ William M. Cook
                                                       -------------------------
                                                Name:  William M. Cook
                                                Title: Senior Vice President and
                                                       Chief Financial Officer


Date: April 18, 2002


                                  EXHIBIT INDEX


Exhibit
Number               Description

  16                 Letter from Arthur Andersen LLP to the Securities and
                     Exchange Commission, dated April 18, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16
<SEQUENCE>3
<FILENAME>donaldson022156_ex16.txt
<DESCRIPTION>LETTER RE: CHANGE OF CERTIFIED ACCOUNTANT
<TEXT>
                                                                      EXHIBIT 16



                                            [LOGO] ANDERSEN

                                            ARTHUR ANDERSEN LLP
                                            45 South Seventh Street
                                            Minneapolis MN 55402 2800
                                            Tel 612 332 1111
                                            www.andersen.com         EXHIBIT 16






Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549


April 18, 2002

Dear Sir/Madam:

We have read the first four paragraph(s) of Item 4 included in the Form 8-K
dated April 18, 2002 of Donaldson Company, Inc. and Subsidiaries filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.

Very truly yours,

Arthur Andersen LLP

/s/ Thomas R. VerHage

By
Thomas R. VerHage

JLD

Copy to:
Mr. William M. Cook, Senior Vice President and Chief Financial Officer,
Donaldson Company

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