Donaldson Company Form 8-K dated July 29, 2005


Washington, D.C. 20549


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 29, 2005

(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)  
  (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 5.02      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

        On July 29, 2005, Donaldson Company, Inc. (“Donaldson”) announced the retirement of William G. Van Dyke from his position as Chairman of the Board of Directors, effective August 1, 2005. Donaldson also announced the election of William M. Cook as the new Chairman, effective August 1, 2005. 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.



99.1 Press Release, dated July 29, 2005, issued by Donaldson Company, Inc.


        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 29, 2005

   By:  /s/ Norman C. Linnell 

      Name: Norman C. Linnell 
      Title: Vice President, General Counsel and Secretary