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): February 12, 2004
                                                         -----------------


                             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)



                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last Report)





Item 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (c) EXHIBITS.

          99.1 Press release of Donaldson Company Inc., dated February 12, 2004


Item 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

          On February 12, 2004, Donaldson Company, Inc. issued a press release
announcing earnings information for the quarter ended January 31, 2004. A
copy of the press release is furnished herewith as Exhibit 99.1.

          The information in the Form 8-K and the Exhibit attached hereto shall
not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such filing.


                                    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/ Thomas A. Windfeldt
                                    --------------------------------------------
                                 Name:  Thomas A. Windfeldt
                                 Title: Vice President and Controller


Date: February 13, 2004


                                       2



                                  EXHIBIT INDEX



Exhibit            Description

99.1      Press Release announcing earnings information for quarter ended
          January 31, 2004 of Donaldson Company Inc., dated February 12, 2004




















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