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Donaldson Company, Inc. Form Correspondence dated April 1, 2005

April 1, 2005

John Hartz, Senior Assistant Chief Accountant

Tracey Houser, Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

RE:
Donaldson Company, Inc.

 Form 10-K for the fiscal year ended July 31, 2004

 Filed October 7, 2004

Forms 10-Q for the quarters ended October 31, 2004 and January 31, 2005

File No. 1-07891

Dear Mr. Hartz and Ms. Houser:

This letter is in response to your letter dated March 15, 2005 (the “SEC
Comment Letter”) regarding the above-mentioned filings. Pursuant to your request, we are responding to comments (1) through
(3) set forth in the SEC Comment Letter, in the order in which they appear in that Letter. For your ease of reference, we have
reproduced your comments in the text of this letter.

The Company acknowledges that:

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Form 10-K for the year ended July 31, 2004

MD&A, Results of Operations

1.
We note that you made an adjustment of $3.6
million during the 4th quarter of 2004 for transactions that occurred during fiscal year 2003. In order for us to
better understand these adjustments, please provide us with a detailed description and analysis of the adjustments. This analysis
should include the as reported and as corrected line items of your consolidated statements of earnings for fiscal years 2004 and
2003 that were affected by the errors and your SAB 99  assessment of materiality.

Donaldson Response – 1

During July of 2003, an inter-company dividend received by one of our
subsidiaries (Ultrafilter Germany) was erroneously reported as a credit to expense rather than as miscellaneous income/profit
transfer (which is an intercompany account) in our monthly reporting package. The intercompany dividend of 3.1 million Euro was
not properly identified in the consolidation process as an intercompany dividend because it was not mapped to an account that
would normally be eliminated as part of the monthly close. Therefore, this credit to expense was not eliminated in consolidation.

United States Securities and Exchange Commission

April 1, 2005

Page 2

After identifying this error in June 2004, we also reviewed other entries
associated with the 2003 consolidation process and determined that there was a pension accrual of approximately two hundred thousand
Euros recorded twice related to another of the Ultrafilter Germany subsidiaries. This resulted from the accrual being recorded at
the local as well as the consolidation level. The adjustment related to these items was recorded during the fourth quarter
of 2004, and the matter was fully disclosed in our annual report on Form 10-K for the year ended July 31, 2004.

The following table depicts the impact of the adjustment (collectively the
two items identified above totaling 2.9 million Euros are referred to as “the adjustment”) on our Statement of Earnings for
the fiscal years ended July 31, 2004 and 2003. Because of movements in the exchange rates, the post tax impact of the adjustment on
our Statement of Earnings totaled $2.2 million USD at 2004 exchange rates and $2.0 million USD at 2003 exchange rates. The
adjustment was recorded in 2004 at the then current 2004 exchange rates.

Statement of Earnings (in thousands)

     2004
As Reported
     2004
As adjusted
     %
Impact
     2003
As Reported
     2003
As adjusted
                                %
Impact

     Net sales

     1,414,980

     1,414,980

     —

     1,218,252

     1,218,252

     —

     Cost of sales
       964,539

       962,239

       (0.2
        )
       827,101

       829,201

       0.3

          Gross margin
       450,441

       452,741

       0.5

       391,151

       389,051

       (0.5
        )

     Selling, general and administrative
       279,095

       277,795

       (0.5
        )
       228,930

       230,130

       0.5

     Research and development
       35,374

       35,374

       —

       30,456

       30,456

       —

     Gain on sale of Ome land and building
       (5,616
        )
       (5,616
        )
       —

       —

       —

       —

          Operating income
       141,588

       145,188

       2.5

       131,765

       128,465

       (2.5
        )

     Interest expense
       4,954

       4,954

       —

       5,889

       5,889

       —

     Other (income), net
       (5,202
        )
       (5,202
        )
       —

       (4,691
        )
       (4,691
        )
       —

          Earnings before income taxes
       141,836

       145,436

       2.5

       130,567

       127,267

       (2.5
        )

     Income taxes
       35,519

       36,919

       3.9

       35,253

       33,953

       (3.7
        )

          Net earnings
       106,317

       108,517

       2.1

       95,314

       93,314

       (2.1
        )

     Net earnings per share - diluted
     $       1.18

     $       1.20

       1.7

     $       1.05

     $       1.03

       (1.9
        )

The adjustment represents 2.1% of 2004 and 2003 net earnings, and impacted earnings per share - diluted by 1.7%
in 2004 and 1.9% in 2003. The percentage impact on all other financial statement line items was less than 4%. In addition, the annual
trend of earnings is not impacted by this adjustment. In taking into account these quantitative factors, as well as
the qualitative factors presented in Appendix A, we believe this adjustment is not material.

In addition we have assessed the
impact of this adjustment on our quarterly results for the quarters October 31, January 31, April 30, and July 31 as follows:

Statement of Earnings (in thousands)

     As Reported
                                As Adjusted

                                First
Quarter 2003

                                Second

Quarter 2003

     Third

Quarter 2003
     Fourth

Quarter 2003
     Fourth

Quarter 2003
                                %

Fourth Quarter
Impact

     Net sales

                                301,054

                                284,447

     302,457

     330,294

     330,294

     —

     Cost of sales
                                206,173

                                193,682

     204,226

     223,020

     225,120

     0.9

          Gross margin
                                94,881

                                90,765

     98,231

     107,274

     105,174

     (2.0
        )

     Operating expenses
                                63,180

                                62,578

     63,454

     70,174

     71,374

     1.7

          Operating income
                                31,701

                                28,187

     34,777

     37,100

     33,800

     (8.9
        )

     Other income, net
                                (1,581
                                )
                                (734
                                )
     (1,033
        )
     (1,343
        )
     (1,343
        )
     —

     Interest expense
                                1,998

                                1,521

     1,109

     1,261

     1,261

     —

          Earnings before income taxes
                                31,284

                                27,400

     34,701

     37,182

     33,882

     (8.9
        )

     Income taxes
                                8,447

                                7,398

     9,369

     10,039

     8,739

     (12.9
        )

          Net earnings
                                22,837

                                20,002

     25,332

     27,143

     25,143

     (7.4
        )

     Net earnings per share - diluted
                                0.25

                                0.23

     0.28

     0.29

     0.28

     (3.4
        )

     As Reported
                                As Adjusted

     First
Quarter 2004
     Second

Quarter 2004
     Third

Quarter 2004
     Fourth

Quarter 2004
     Fourth

Quarter 2004
                                %

Fourth Quarter
Impact

     Net sales

     328,220

     332,210

     370,588

     383,962

     383,962

     —

     Cost of sales
     221,643

     228,774

     250,353

     263,769

     261,469

     (0.9
        )

          Gross margin
     106,577

     103,436

     120,235

     120,193

     122,493

     1.9

     Operating expenses
     70,884

     74,509

     82,210

     86,866

     85,566

     (1.5
        )

     Gain on sale of Ome land and building
     —

     (5,616
        )
     —

     —

     —

     —

          Operating income
     35,693

     34,543

     38,025

     33,327

     36,927

     10.8

     Other income, net
     (387
        )
     (1,025
        )
     (1,285
        )
     (2,505
        )
     (2,505
        )
     —

     Interest expense
     1,072

     1,322

     1,272

     1,288

     1,288

     —

          Earnings before income taxes
     35,008

     34,246

     38,038

     34,544

     38,144

     10.4

     Income taxes
     9,452

     9,247

     8,467

     8,353

     9,753

     16.8

          Net earnings
     25,556

     24,999

     29,571

     26,191

     28,391

     8.4

     Net earnings per share - diluted
     0.28

     0.28

     0.33

     0.29

     0.32

     10.3

We have evaluated this adjustment in accordance with the guidance in APB No. 28, paragraph 29.
On an absolute dollar basis, we believe the adjustment is not material to net earnings for the full fiscal years, nor, as noted above, do we believe it
impacts the annual trend of earnings. The adjustment did not change the trend of earnings between the third and fourth quarter of 2004, while
changing the 2003 third to fourth quarter trend from a 3.5% increase to essentially flat. While impacting specific line items on the quarterly
statements of earnings, we do not believe the adjustment was material to the quarters, representing 7.4% and 8.4% of net earnings for the fourth
quarter of 2003 and 2004, respectively, nor was significant to an investor’s understanding of our company.

United States Securities and Exchange Commission

April 1, 2005

Page 3

We also assessed the impact of this adjustment on our Industrial Products segment, which is disclosed in Note K of our
annual report on Form 10-K for the year ended July 31, 2004, noting that the error represented 8.8% and 8.4% of
reported segment earnings before income taxes for 2004 and 2003, respectively. In addition the adjustment did not impact the trend of
the segment as it reported an increase in earnings both with and without the adjustment in fiscal 2004. We also assesed the impact
of the adjustment on our cash flows, noting the adjustment had no impact to annual cash flows from operations in 2004 and 2003.

We discussed our conclusions with our audit committee, and outside
legal counsel prior to filing the Form 10-K for fiscal 2004. In addition, we fully discussed this matter with our external
auditors and they agreed with our treatment. The out of period correcting entry was recorded in the fourth quarter of 2004, the same
period which it was identified. The adjustment is not significant to our July 31, 2004 or 2003 balance sheets as it represents less than 0.5% of our net equity
for both periods presented. Appendix A contains the analysis of the SAB 99 qualitative considerations which we considered at the time of the
adjustment.

Note L Commitments and Contingencies

          2.

          Please provide us with a rollforward of your the EPC patent infringement
          litigation reserve disaggregated by component for each period presented,
          such as litigation costs and assumed settlements. Tell us and revise
future filings to disclose the range of reasonably possible additional loss.

Donaldson Response – 2

Following is a rollforward of the EPC patent infringement litigation reserve
for the Company’s fiscal year ended July 31, 2004 and the Company’s quarters ended October 31, 2004 and January 31,
2005. This accrual consists solely of assumed settlement costs. We do not accrue for our future litigation expenses.

(We have supplementally submitted, under separate cover, and are
separately requesting confidential treatment with respect to, information regarding the specific details of the rollforward of our
litigation reserves and costs that is responsive to the Staff’s comment.)

We have recorded the loss contingency related to the EPC litigation for each
of the periods in accordance with Statement on Financial Accounting Standards (SFAS) 5 “Accounting for Contingencies”.
The EPC patent infringement litigation reserve is based on the Company’s determination that a loss contingency exists from
the EPC patent infringement litigation and that the conditions under paragraph 8 of SFAS No. 5 are met.

(We have supplementally submitted, under separate cover, and are separately
requesting confidential treatment with respect to, information regarding the details of our EPC accrual that is
responsive to the Staff’s comment.)

You have also requested that we tell you and revise future filings to
disclose the range of reasonably possible additional loss for the EPC litigation. The Company has recorded the good faith estimate
of the amount of loss under SFAS 5. We will include disclosure in future filings on the range of reasonably possible additional
loss for the EPC litigation. The following information provides further detail on the range of reasonably possible additional loss
which we will include in future filings:

The range of reasonably possible additional loss to the Company
goes from no loss up to a loss of the entire amount of the judgment to the extent that it is in excess of the amount reserved by
the Company. While it is not possible to predict the outcome of the legal proceedings, an unfavorable outcome could result in a
range of additional losses up to approximately $12 million.

United States Securities and Exchange Commission

April 1, 2005

Page 4

Item 9A. Controls and Procedures

3.
We note your statement that your chief executive
officer and your chief financial officer concluded that “the Company’s disclosure controls and procedures were
adequately designed to ensure that information required to be disclosed by the Company in reports that it files or submits under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and
forms.”

•
It does not appear that your certifying officers
have reached a conclusion that your disclosure controls and procedures are effective. Please amend this filing and all
subsequent filings to address your officers’ conclusions regarding the effectiveness of your disclosure controls and
procedures. Refer to Item 307 of Regulation S-K for guidance.

•
Amend this filing and all subsequent filings to
clarify that your certifying officers also concluded that your disclosure controls and procedures are effective, if true, to
ensure that information required to be disclosed in the reports that you file or submit under the Exchange Act is accumulated and
communicated to your management, including your chief executive officer and chief financial officer, to allow timely decisions
regarding required disclosure. Refer to Exchange Act Rule 13a-15(e) for guidance.

Donaldson Response – 3

We affirm that our chief executive officer and our chief financial officer
have concluded that the company’s disclosure controls a