Rich Sheffer - Assistant Treasurer and Director of IR Thomas R. VerHage - VP and CFO William M. Cook - Chairman, President and CEO

Jeff Hammond - KeyBanc Capital Markets Eli Lustgarten - Longbow Securities Charles Brady - BMO Capital Markets R. Scott Graham - Bear Stearns Brian Drab - William Blair & Co. Richard Eastman - Robert W. Baird

Thank you for joining the Donaldson Company Second Quarter Fiscal 2008 Conference Call. Hosting the call today is Bill Cook, Chairman, President and Chief Executive Officer; and Tom VerHage, Vice President and Chief Financial Officer. During today's presentation all parties will be in a listen-only mode. Following the presentation the conference will be opened for questions. [Operator Instructions]. This conference is being recorded today, Tuesday, February 26th of 2008. I will now turn the conference over to Rich Sheffer, Donaldson's Assistant Treasurer and Director of Investor Relations to begin the call. Rich Sheffer - Assistant Treasurer and Director of Investor Relations: Thank you Vince, and welcome everybody to Donaldson's 2008 second quarter conference call and webcast. The order of business today is following my introduction, Tom VerHage, our Vice President and CFO will give us a brief review of our second quarter operating results. Tom will then turn the call over to Bill Cook, our Chairman, President and CEO, who will discuss our positive outlook for the balance of fiscal 2008 and the business conditions shaping that view. Following Bill's remarks we will open up the call to questions. Before I turn the call over to Tom I need to review our Safe Harbor statement with you. Any statements in this call regarding our business that are not historical facts are forward-looking statements, and our future results could differ materially from the forward-looking statements made today. Our actual results may be affected by many important factors, including risks and uncertainties identified in our press release and in our SEC filings. Now I'd like to introduce Tom VerHage. Tom? Thomas R. VerHage - Vice President and Chief Financial Officer: Well thanks Rich, and good morning everyone. Well, as you saw in our press release late yesterday, we reported another quarter of record earnings. Thanks in part to our continued strong top-line growth particularly outside of NAFTA. Stronger foreign currencies boosted our sales by 5 percentage points. Our sales growth was once again broad-based, with each of our regions participating and for the most part all of our product lines with the exceptions being our Gas Turbine business which as you know it can fluctuate greatly on a quarter-to-quarter basis. And our NAFTA Heavy Truck business, which as expected had a $15 million decline in the quarter. Given the top-line growth, we have now seen in the first half of our year, and the continuing strength in a number of our end markets, we have increased our full year sales growth outlook in our Engine segment to 10% to 12%. And in our industrial segment our sales growth estimate is now 14% to 16%. So, while we had a good quarter, it could have been a better quarter. We have talked for some time about our efforts and investments to enhance our distribution capabilities on a global basis. You may recall last year that we converted a manufacturing plant in Belgium to a distribution center, and implemented a new warehouse management system. After some initial start-up in efficiencies, that project is proving to be a success. In January of this year we went live with the same warehouse management system at our distribution center in Indiana. Despite our efforts to properly plan and test this implementation, issues quickly arose in order management, shipping and document processing. This led to inefficiencies and delays in processing customer orders, and our press release discloses the $2.1 million cost impact of these issues and a deferral of sales of approximately $5.5 million. So the good news is that we are catching up quickly on our late deliveries, and in our press release, we say that we will be caught up early in the third quarter. But having said that, we have increased our cost base for a period of time by increasing our workforce and moving a portion of our inventory to third party logistic centers to enable our distribution in IT management, to refine processes and modify the system design so that we can fully optimize the functionality of this new system and earn an acceptable return on our investment. Our current projection is that these incremental costs will be approximately $7 million for the second half of the year. Despite the distribution systems startup problems, our gross margin improved by nearly 1.5 points. As we continue to benefit from our ongoing cost reduction efforts and the leverage resulting from strong production volumes. We have not changed our annual margin outlook, which is for gross margin to exceed 32% and operating expense to be in the 21% range. We achieved these targets; our operating margins should be a minimum of 11%. Now we expect our operating income to grow by 14% to 19% this year compared to last year's $211 million. Our tax rate for the quarter was 30% compared to 25.6% last year when we recorded the impact of the retroactive reinstatement of the research and development tax credit. Our tax rate will continue to fluctuate by quarter and for the year our guidance is a range of 28% to 31%. Interest expense should increase by $2 million to $3 million this year with the primary driver being the full year of debt related to our acquisition of AFS in March of 2007. Our CapEx outlook continues to be in the $60 million to $70 million range and our projection for depreciation and amortization for the year is a range of $55 million to $58 million. The free cash flow outlook is a range of $70 million to $110 million, and this was $30 million lower at both ends than last quarter's outlook in part due to higher inventory levels which result from the growth in our gas turbine business and inventories in our distribution pipeline. Inventory turnover improvement continues to be an opportunity for us. So when you add it all up, thanks in large part to our continued robust business conditions, we have increased their EPS outlook by $0.03 to a range of $2 to $2.10. So with that, I'll pass it over to Bill who will provide some more background on our outlook. Bill? William M. Cook - Chairman, President and Chief Executive Officer: Thanks Tom and good morning everyone. I think there are two takeaways from our second quarter release. The first is that our model of continually building upon and expanding our portfolio of filter businesses really does work. And the second is that despite the operational challenge Tom discussed and which we are working through, we had a good quarter of both sales and earnings records. Now I'd like to briefly review a few of our second quarter highlights. We saw continued growth in NAFTA with sales up 4%. I should also add that this was despite and including the downturn we are still experiencing in the North American heavy duty truck market. This 4% overall increase in NAFTA, was driven by strong performances in our Filtration Systems for Ag equipment and defense applications, and our engine aftermarket business. Our international businesses also had a good quarter with revenues up 5%, excluding the impact of foreign exchange. Here are a few of our highlights within our international numbers. In our European engine products business, we saw strong performances in both our OEM truck and off-road equipment businesses, as well as our aftermarket or parts business. In total, our European engine revenues were up 9% over the prior year and this is in euros excluding the foreign currency impact. In our European industrial products business, we saw strong performance in our industrial dust collection business, with our Euro revenues up 10% over the prior year. In Asia, our engine OEM off-road business and our after-market businesses both had strong quarters, with sales up 31% and 10% respectively. Our significant Asian off-road sales increase was driven by strong construction equipment demand for our customers across the Asian region. Our Industrial Filtration Solution business in Asia had a good quarter with sales up 6% excluding currency. This business in China was particularly strong during the quarter reflecting the continued high level of general manufacturing investment there. During the quarter, our global Gas Turbine business was down 5% from the prior year. As we have mentioned in the past, our quarterly sales results for Gas Turbines are lumpy as the timing of these shipments of very large projects can and does vary dramatically from quarter-to-quarter. And finally, our worldwide special application sales were good again in the quarter as sales for our filters from our Chinese and Thai plants to our disk drive OEM customers were very strong. Now, I would like to switch gears and talk about our outlook for the second half of the fiscal year. First, as noted in our press release we have again increased our full year sales guidance for both businesses. Full year sales for engine business now are expected to be up 10% to 12% from our last forecast of 7% to 9%, and our industrial business in aggregate is now forecast to be up 14% to 16% versus our last guidance of 11% to 13%. Few more comments on our outlook, and I will start first with the engine business. Our guidance is based on our forecast of continued good conditions for heavy construction and mining equipment especially outside of NAFTA. We also expect the sales of agricultural equipment by our customers to remain strong globally due to higher crop prices and farm incomes. We expect to see continued growth in our Defense and Aerospace business due to the combination of increased equipment utilization and replacement and also the acquisition... our acquisition last year of Aerospace Filtration Systems. Our replacements parts or aftermarket business should continue to grow based on the utilization rates of equipment in the field as well as our focus to continue to develop new markets internationally. And finally, while we are currently and what appears to be the bottom of the NAFTA heavy duty truck cycle, we do expect that NAFTA heavy duty truck builds will begin picking up year-over-year in our fourth quarter. Now, switching to our industrial businesses. We expect our IFS business which includes our dust collectors and compressed air filters to grow approximately 10% to 15% for the full year. This is due primarily to increases in our sales of replacement filters as well as new equipment sales especially internationally. And while I mentioned earlier that our gas turbine filter sales were down slightly in the second quarter versus last year, we are looking at a very strong second half based on orders in hand. We continue to see Gas Turbine business conditions strong in the Middle East, Asia and parts of Africa. And as a result we have increased our sales outlook for the full year to 20% to 30% over last year. This means that our full year Gas Turbine sales should be between $190 million and $205 million. Tom already mentioned, that we expect our full year fiscal '08 operating margin to be minimum at 11%, and that our operating income should be up 14% to 19% over last year. Now I would like to take a minute to update you on a few of our growth initiatives and I will start first with PowerCore. We continue to make great progress with our innovative PowerCore technology. We have now won 119 equipment platforms with our OEM engine customers. This represents an additional 26 wins in the last quarter. 86 of these 119 platform wins are already in production with our customers and another 11 are expected to go into production later this year. Our PowerCore sales were up 45% in the quarter to $14 million. And looking forward, with PowerCore we have another 75 platforms in the proposal stage with our OEM customers. And with the high win rate that we have experience in the past we are confident of the continued growth of PowerCore. And then finally as I mentioned last quarter, we are in the process of releasing our next generation PowerCore technology this year. This next generation technology utilizes the latest advances in our technology and allows us to offer our customers additional benefits. The second growth area I would like to briefly update you on is our expansion projects. As Tom mentioned, we expect our full year CapEx to be in the range of $60 million to $70 million, this is down from last year when our CapEx was $77 million. Within our current CapEx budget we have a number of expansion projects underway to support our growth and market penetration plans. In the Czech Republic, we have run out of capacity in the engine filter plant we opened four years ago. We are now in the midst of a significant expansion of this specialty. This additional capacity should come on line later this fiscal year. About a year ago we announced our plans to expand our engine filter plant in India. We have since broken ground and expect to be completed and enter production by the end of this calendar year. Last month our board approved an expansion of our disk drive filter plant in Thailand. We expect that this additional capacity will be available later this calendar year. And finally, two years ago we reentered Brazil. This year we will further ramp up our presence and capability to better support our global customers who are moving there. So in conclusion I want to offer a couple of final thoughts. We completed the first half of fiscal '08 with good sales growth and 11% operating margin. And yes, on the plus side we did have some help from exchange rates. However, on the flip side we also had to deal with the cyclical downturn of the NAFTA heavy duty truck market. Remember, in aggregate, it is really the power of our diversified business space that has provided the foundation to deliver these results. Looking forward, we anticipated good second half. While there are some pockets of weakness in some end markets, we see solid strength in others. Overall, the positives more than offset the negatives. Again, this is the power of our diversified business model. As Tom mentioned, we will continue to make progress on improving the operational effectiveness of our main US distribution centre. While I am very disappointed in the temporary inconveniences we have caused our customers, I am confident that we will resume providing our customers with best in class service soon. The bottom line is that we expect to deliver for the year, sales between $2.1 billion and $2.2 billion which would be up 11% to 14% over the prior year. Not only would this be another sales record, this would be also our first revenue year over $2 billion, a key milestone which we have been shooting for, for sometime. Second point is that earnings per share should be as Tom mentioned between $2 and $2.10. It should be up between 9% and 15% from our prior record which we achieved last year. This should be our 19th consecutive EPS record, further extending a track record of which we are incredibly proud. That concludes my prepared remarks, Vince. Now we would like to open it up to the questions. Question And Answer

Thank you, sir. Ladies and gentlemen, we will now begin the question and answer session. [Operator Instructions]. And our first question's from the line of Jeff Hammond with KeyBanc Capital Markets. Please go ahead. Jeff Hammond - KeyBanc Capital Markets: Hi, good morning gentlemen. William M. Cook - Chairman, President and Chief Executive Officer: Good morning, Jeff. Jeff Hammond - KeyBanc Capital Markets: Can you just speak to... as you look at the second half, how you're thinking about organic growth, if you take into account FX within the forecast? William M. Cook - Chairman, President and Chief Executive Officer: Jeff, on the... we don't forecast any change in the exchange rates from where they are today. And then first organic growth versus maybe acquisitions, if that's where it's headed, we can't forecast acquisitions. So we don't have any of those included if we did happen to do something in the second half that would be incremental. Jeff Hammond - KeyBanc Capital Markets: Okay. And then specifically in special applications, I mean that business has been up around 20% in the first half, you are looking for 10% to 15% in the... for the full year. I mean what's driving the significant deceleration there? William M. Cook - Chairman, President and Chief Executive Officer: I wouldn't probably call it significant deceleration, Jeff. It's... we don't have incredible amount of visibility in that business... in the disk drive market. So, just based on what we see that's what we are forecasting at this time for the full year. Jeff Hammond - KeyBanc Capital Markets: Okay. And then just on the working capital management, I mean, how much of this is a function of this warehouse management system. And working capital's been a little bit on the challenging side last year and end of the first half of this year. And I am just trying to get a better understand of what's really driving that and where do you see the improvement coming going forward? Thomas R. VerHage - Vice President and Chief Financial Officer: Jeff, this is Tom. As I mentioned in my comments we think inventory turns are an improvement opportunity for us. So as you look at inventory level increases on a year-to-date basis, there is really three categories there. One is our Gas Turbine growth and there's about $8 million of additional inventory in gas turbine. Foreign currency represents about $7 million of that growth. And then the rest is all distribution related. Now of the remainder we are sending more product around the world, so international shipments are accounting for a portion of that, maybe about $6 million, $7 million. We have ramped up some inventory levels in our DCs. Around the world, as you know, we added quite a bit of distribution center capacity to better serve our aftermarket customers, there's some additional inventory related to that and then we are guessing Jeff at this point that there is maybe about $8 million of that increase related to our distribution center in Indiana where we have some temporary excess inventory. So we are hopeful for inventory turns to improve a bit this year. We are looking for inventories to come down a bit between now and the end of the year. But keep in mind too as we ramp up our gas turbine business that we might be increasing inventories there. Jeff Hammond - KeyBanc Capital Markets: Okay, and then final question. Just as you look at your expansion plans and just given some of the issues you've had on the distribution side over the last four, five quarters. Is there anything on a go-forward basis over the next 12, 18 months that suggests that there is potential issues down the road of a similar magnitude or --? William M. Cook - Chairman, President and Chief Executive Officer: Jeff, this is Bill. No, there's nothing that we see that would... there will be any repeats of what we are experiencing right now. Jeff Hammond - KeyBanc Capital Markets: Okay, thanks. William M. Cook - Chairman, President and Chief Executive Officer: Okay.

Thank you. Our next question is from the line of Eli Lustgarten with Longbow Securities. Please go ahead. Eli Lustgarten - Longbow Securities: Good morning. William M. Cook - Chairman, President and Chief Executive Officer: Good morning, Eli. Eli Lustgarten - Longbow Securities: A couple of quick questions, just clarification. The $2.1 million charges in the engine business or is it spread out between the two sectors and the operating profit numbers? Thomas R. VerHage - Vice President and Chief Financial Officer: Eli, this is, Tom. It's allocated between both segments but the engine share... the engine segment gets the lion share of that $2.1 million. Eli Lustgarten - Longbow Securities: And, I guess, I'm looking at the profitability levels of engines and difficulty just stating them [ph]. Just maybe can you make some comments on what's going on in the overall profitability of the divisions? I mean you see a little bit of improvement in industrial products but engine is a... sort of, given the level of profitability that's going on in most of the markets except truck, I'm just surprised to see so much difficulty in the operating margin pieces there? Thomas R. VerHage - Vice President and Chief Financial Officer: Well, Eli, this is Tom, I think you are looking at our segment detail and if I have done the math right, for the quarter the earnings before tax last year was 10.9% and this year is 10.4%. So you are probably referring to that half point reduction. It's certainly a good portion of that half point. It does relate to the increased distribution costs. And then, over and above that, every quarter we are going to have some mix issues within the segments, in some quarters there are going to be slightly positive, some quarter slightly negative. So, that's going to account for another couple of tenths of that 0.5 point. Eli Lustgarten - Longbow Securities: During your comments you talked about the truck business, can you update us... has anything happened for 2010 emissions, we are starting to get a bunch of announcements, and when you factored '09 we are now really beginning to look at the new engines and philosophies. Has anything happened in your business outlook for the 2010 emission for the truck sector at all? William M. Cook - Chairman, President and Chief Executive Officer: Eli this is Bill. There is nothing new for us and I will go back to comments that we had in our last webcast. Eli Lustgarten - Longbow Securities: Okay, Bill. And then finally have you seen any change in international business conditions at all, we keep hearing all these worry factors at this point... has there been any change in international business market conditions at all anywhere? William M. Cook - Chairman, President and Chief Executive Officer: I'll just point to our guidance, Eli, Bill again. We see the international markets generally as being pretty robust. Eli Lustgarten - Longbow Securities: So, but you haven't seen any recent stuff [ph] and cost price pressures are not hurting you at any great degree at this point? William M. Cook - Chairman, President and Chief Executive Officer: No. Eli Lustgarten - Longbow Securities: Okay, thank you.

Thank you. Our next question's from the line of Charlie Brady with BMO Capital Markets. Please go ahead. Charles Brady - BMO Capital Markets: Hi, thanks. Just... good morning. Kind of follow-up on what Eli's question was with regard to the pre-tax margin in engine. As that NAFTA starts improving, would you expect that we should get a natural lift just on the year-over-year increase starting in Q3? Thomas R. VerHage - Vice President and Chief Financial Officer: Hi Charlie, this is Tom. No, I don't think you'd expect an increase in that margin percent from that mix issue. So I think you should expect margins comparable with last year. Charles Brady - BMO Capital Markets: Okay. And on the PowerCore. As you introduce the next generation, are you anticipating or how are you planning for potential, I guess, cannibalization of existing technology or sort of delays on waiting for the next technology to come out? William M. Cook - Chairman, President and Chief Executive Officer: Charlie, Bill here. We don't really see any delays. The reintroduction's really dependent on the... our OEM customers' launch... designer launch schedules, and this is an advantage for them; this next generation, because it reduces the amount of space and weight that the system requires... so... in addition to other advantages. So it's a big deal for them. So the new technology actually is... the response has been very encouraging. So there's sort of a pull, it's being pulled into the market as we are offering it. Charles Brady - BMO Capital Markets: Okay, great. And just final question. On your segment guidance for engines and industrials, the 10 to 12 and the 14 to 16, how much of that is pure organic non-FX, non-acquisition related? William M. Cook - Chairman, President and Chief Executive Officer: The only acquisition in there, Charlie, this is Bill again, is the one we did last year about this time AFS. And so the year-over-year impact of that is probably about $20 million or something like that. Thomas R. VerHage - Vice President and Chief Financial Officer: Actually we did... we closed on AFS last year on March 1, so during this quarter we will have reached that one year anniversary. AFS will still provide some lift because it has experienced some growth this year. We also closed at the beginning of February on a small dust collection acquisition. Charles Brady - BMO Capital Markets: All right. Thomas R. VerHage - Vice President and Chief Financial Officer: LMC West. It's about $10 million run rate business that will help a little bit in the second half of this year. From a currency standpoint, baked in our guidance is that the rates stay about where they have been here for last month, which as we move further out into the year, we will create less benefit. So, the assumption can be made that organic is providing a little more lift in the second half versus currency. Charles Brady - BMO Capital Markets: Thanks a lot. Thomas R. VerHage - Vice President and Chief Financial Officer: Charlie, this is Tom. Just to round it out. AFS generates $4 million to $5 million of sales a quarter. Charles Brady - BMO Capital Markets: Okay. So, essentially pretty much all pretty good solid organic growth is what it looks like. Thanks.

Thank you. Our next question's from the line of Scott Graham from Bear Stearns. Please go ahead. R. Scott Graham - Bear Stearns: Good morning. William M. Cook - Chairman, President and Chief Executive Officer: Good morning, Scott. R. Scott Graham - Bear Stearns: I know and I can hear it in your voice your frustration with this technology stuff going on in the distribution centre. How do you... why is this happing? This is kind of you second go round with this and I know how terrific a planner you guys are and what is sort of... may be give us the next layer of detail here as to why this would have occurred and maybe in answering that question, $7 million of second half cost to the same end. Is that a number that you can really draw a circle around and be comfortable with? William M. Cook - Chairman, President and Chief Executive Officer: Scott, I'll start and maybe Tom will add some comments. I think what happened last year in our Brugge facility in Belgium was not exactly the same thing that we are experiencing in Rensselaer. What happened in Brugge as we got ready to do this and we... it was a very complicated move, we're moving production out of this facility and at the same time we are converting it into a warehouse and then the business took off. So... and that we had not planned for. So it wasn't a technology thing, it was sort of a combination of maybe sort of Murphy's law factors, the technology works. And as Tom mentioned, the system we are putting into our Rensselaer facility is the same as the one we put into Brugge. The Rensselaer operation is a very large operation, it's a lot larger than Brugge and we ran into... I would say there was a planning issue there and we didn't cover all the bases. So, it's not a second one of those, it's may be the first one of those from a technology side. Thomas R. VerHage - Vice President and Chief Financial Officer:: And Scott, this is Tom, I'll jump in. We wanted to give you some guidance on what the impact would be in the second half of the year. The $7 million that I mentioned is an estimate and it's simply that. And it's an estimate for an increase in temporary labor. We have more employees at this distribution center right now then we will in another 5 or 6 months. We are also going to be making some revisions to the software, so we have some internal IT effort, incremental effort. We are also going to be using some consultants to help us tweak the software a bit where we are using some 3PLs, third party logistic centers on a temporary basis. So there's maybe a bit of extra freight, and then employees are traveling as well. So, you add it all up, our guess is approximately $7 million. The final numbers are going to be more or less and stay tuned. We'll update you next quarter. R. Scott Graham - Bear Stearns: Okay. And on that Tom, if you would -- the comment in the press release that you are comfortable or confident and you will be able to put and get a lot of these shipments out early, they catch up early in the third quarter, does that suggest that most of that seven is in 3Q and stays mostly in Engine or is that more of a steady stay next two quarters. Thomas R. VerHage - Vice President and Chief Financial Officer: Yes, Scott, what that comment suggested is that we are going to be caught up from a late delivery standpoint very quickly. However, the extra costs that we are incurring will certainly run into the fourth quarter. So, slightly more of that $7 million should be in the third quarter than in the fourth quarter. And in addition, Engine will continue to get more than half of the allocation of those costs. R. Scott Graham - Bear Stearns: Very good. On the sales side, the IFS business and the gas turbines business, two really different questions here. IFS in the domestic market, have you seen any slowdown in that business because of its factory nature and conversely that was still a really good number and... on a very difficult comparison? How much of that... I think was that 9% growth was currency related in IFS this quarter? William M. Cook - Chairman, President and Chief Executive Officer: Rich is looking up the currency part of that, Scott. I'll start on the -- the growth rates... because we talk about it in our comments and then the press release, we see IFS growth rates higher outside of North America and then in... but we still see some pretty good opportunities in NAFTA as well. On the currency, Rich? Rich Sheffer - Assistant Treasurer and Director of Investor Relations: Currency, Scott, IFS benefited by $8.8 million. We do... for all the listeners on the call we do have a currency schedule that you can download off our website on the IR page that will give both the quarter and year-to-date by business unit. R. Scott Graham - Bear Stearns: You are saying IFS specifically, was --? Thomas R. VerHage - Vice President and Chief Financial Officer: IFS $8.8 million benefit in the quarter. R. Scott Graham - Bear Stearns: Okay, which suggests that the real growth was nominal in the business? William M. Cook - Chairman, President and Chief Executive Officer: It was a few percent on a consolidated basis, right, excluding currency. R. Scott Graham - Bear Stearns: Okay, for comparison, okay. The gas turbine business, I know that shipments move around a lot what have you. Would I be correct in saying that the second half shipment activity would be a benefit to mix? William M. Cook - Chairman, President and Chief Executive Officer: No, Scott, Bill here. From a mix perspective I don't think it's going to provide anything. It's... I mean in terms of you are looking for a margin expansion or something like that it's not... it's close to the average on an operating margin. That's our objective for that business. R. Scott Graham - Bear Stearns: Okay. William M. Cook - Chairman, President and Chief Executive Officer: But we are going to have a lot... but your first part of your question is, yes, the second half is going to be a lot stronger than the first half. We shipped... in the first half of the fiscal year we shipped $90 million and we are talking about a range in the second half of between $190 million and $205 million. So, that means we are going to have a very strong second half. And we can see that based on new orders we have in hand. R. Scott Graham - Bear Stearns: Got you. And last question is in the current quarter was mix positive or negative in the company overall? Thomas R. VerHage - Vice President and Chief Financial Officer: Scott, Tom here. It was slightly positive. R. Scott Graham - Bear Stearns: Thanks very much. William M. Cook - Chairman, President and Chief Executive Officer: Thanks.

Thank you. Our next question is from the line of Brian Drab with William Blair. Please go ahead. Brian Drab - William Blair & Co.: Hi, good morning. William M. Cook - Chairman, President and Chief Executive Officer: Hi, Brian. Brian Drab - William Blair & Co.: First in the transportation segment, you were previously talking about a range of $30 million to $40 million decline in revenue for the first three quarters and we're at about $35 million now and you said you are expecting a slight decline in the third quarter. Could you make a comment on whether you think we will still fall within that $30 million to $40 million range? William M. Cook - Chairman, President and Chief Executive Officer: Yes Brian, we think we will. Brian Drab - William Blair & Co.: Okay. And then in the aftermarket segment, it looks like still relatively strong growth and I imagine that it's obviously much stronger and off road than on road. And do you... could you break that out for us, what you are seeing in aftermarket filter sales for off-road versus on-road? William M. Cook - Chairman, President and Chief Executive Officer: Brian, Bill here. We don't break it out between whether it's off-road or on-road. Brian Drab - William Blair & Co.: Okay. So... and any perspective from you guys on the outlook for truck utilization for the balance of the year? Maybe some help in how you forecast that? Rich Sheffer - Assistant Treasurer and Director of Investor Relations: Brain, this is Rich. Looking at the published data that we get from... like ACT Research as they are forecasting ton miles, which would correlate really well with truck aftermarket... utilization rates for trucks. It was down in calendar year '07 over the prior year to frame. It's... right now the forecast is at... for calendar year '08, it's going to be up but I think their forecast is a little bit weighted to the second half. So I think we are probably in the second half of our fiscal year going to see similar conditions, maybe a slight benefit, but probably not a lot until we get about mid-calendar year. Brian Drab - William Blair & Co.: Okay, and then last question. Within off-road in the first quarter you had a pretty solid benefit, I guess, from military orders. Did you see that same... did that help you get to this 33% growth number in the second quarter and what are you expecting as far as these military orders for the balance of '08? William M. Cook - Chairman, President and Chief Executive Officer: We see very strong conditions for military business. It's the MRAP vehicles we talked about last quarter, spare parts and new programs. Brian Drab - William Blair & Co.: Can you help us at all understand what that contributed to growth in the second quarter? Rich Sheffer - Assistant Treasurer and Director of Investor Relations: Brian, this is Rich again. Our aerospace and defense business was up just a little under $9 million in the quarter. A part of that was due to AFS acquisition as well so about half of that was due to AFS, the other half was growth. Brian Drab - William Blair & Co.: Okay, thank you very much.

Thank you. [Operator Instructions]. And our next question's from the line of Richard Eastman with Robert Baird. Please go ahead. Richard Eastman - Robert W. Baird: Bill, the couple of things, on the after-market business, should we think of this $5.5 million of delayed sales being aftermarket or is that distribution center pretty much run through everything OE business and everything? William M. Cook - Chairman, President and Chief Executive Officer: Rich, it's Bill. It's primarily engine aftermarket, you are right. Richard Eastman - Robert W. Baird: And there isn't any risk there of lost share... is there? I mean, are these going to... your kind of captive dealers, exclusive dealers and they all just wait for the filters or would they go somewhere else with the delay. William M. Cook - Chairman, President and Chief Executive Officer: Rich, Bill again. There is... it's a function of how long the delay is. In an aftermarket or parts business the customer usually needs it's pretty quickly and typically we are selling to distributors who have some inventory. But they don't have a lot of inventory. So, a lot of our focus has been to Tom's comments really on trying to restore the service as quickly as possible and that's one of the reasons that's driven this cost issue that Tom was talking about is really paramount for us is restoring customer service. So, we are throwing some dollars at it to restore the customer service to minimize to your question any possible losses. In short term would there be some, there probably would be if somebody needs a filter today and they can't... we can't get it to a more let's say a couple of weeks ago because today we can. Richard Eastman - Robert W. Baird: Okay. William M. Cook - Chairman, President and Chief Executive Officer: But I think longer term we are doing everything that we can to maintain the relationships that we have. Richard Eastman - Robert W. Baird:: Okay understood. Then is there... when I look at the aftermarket business, could you just remind me approximately how much of that is NAFTA and how much is international? What is it? Thomas R. VerHage - Vice President and Chief Financial Officer: And we are just... we are looking right now Rick to make sure we are not guessing. So -- William M. Cook - Chairman, President and Chief Executive Officer: Right... it's about half and half. Thomas R. VerHage - Vice President and Chief Financial Officer: Half and half, right. Richard Eastman - Robert W. Baird: Okay, okay. And then I just wanted to circle back for a second on the IFS business, again. The local currency growth rate again was a little bit modest in the quarter. How did the... how did the book-to-bill look there. I know you guys don't like to talk to orders, but I mean was it better than one. I mean was there any... I presume there were fewer shipping days here in the quarter, but --? Thomas R. VerHage - Vice President and Chief Financial Officer:: Rick, this is Tom. Just approximately incoming orders approximated shipments so -- Richard Eastman - Robert W. Baird:: Okay. Thomas R. VerHage - Vice President and Chief Financial Officer: So book-to-bill was fairly flat. Richard Eastman - Robert W. Baird:: Okay. And you are comfortable that you are not feeling a macro economic impact on that business? Thomas R. VerHage - Vice President and Chief Financial Officer: Rick, this is Tom. Certainly not globally, as I think Bill mentioned in his comments there continues to be a fair modest strength particularly outside the United States. William M. Cook - Chairman, President and Chief Executive Officer: Rick, Bill here. But if I add to what Tom said, because we've been talking about sort of what's happening in the industrial marketplace for good year now, and I think I would go back and point to the fact that our industrial business in NAFTA is outperformed sort of the industry factors for the last year. So we haven't really seen what we've been reading about although again the strength isn't as strong as what we see internationally. Richard Eastman - Robert W. Baird: Okay. And then correct me if I am wrong, but again just, I'm going back to maybe the guidance that was provided and again when the original guidance was given out by segment and this goes back to September, because I think we didn't necessarily change the guidance with the first quarter, but we were using about a 1% FX benefit and now as we recalibrate off of FX rates, we would probably be showing more like a 4% benefit this year, is that a fair way to characterize it? William M. Cook - Chairman, President and Chief Executive Officer: Rick, this is Bill. Yes, that's fair. I think just a point of clarification. We have increased our guidance twice already since September. So we increased it at the end of the first quarter and we just increased it again, and you are right some of that is like the added lift we are getting from currency. Richard Eastman - Robert W. Baird: Okay, and then just one last question. If we look at three, six months and maybe it would be even helpful just to look at the quarter. But when we look at price versus cost, is there any positive or negative variance there at the gross margin line? Thomas R. VerHage - Vice President and Chief Financial Officer: Rick, Tom here. No, I... we look at gross margins pretty carefully and I don't think particularly companywide there is nothing there to speak of. Richard Eastman - Robert W. Baird: Okay, very good. Thank you. Thomas R. VerHage - Vice President and Chief Financial Officer: Okay.

Thank you. Our next is a follow-up from the line of Eli Lustgarten. Please go ahead. Eli Lustgarten - Longbow Securities: Hi, thank you. Just a very quick question. In the tax rate guidance you don't have anything for an R&D tax credit this year, I assume? William M. Cook - Chairman, President and Chief Executive Officer: We do not Eli. Eli Lustgarten - Longbow Securities: That would 1% benefit or something like that to you if we have... if it does get reinstated which we assume it will? William M. Cook - Chairman, President and Chief Executive Officer: No, we haven't really calculated that number and it's comparable to our R&D tax credits from previous years, but at this point it is not in our projections. Eli Lustgarten - Longbow Securities: Okay. And then one longer-term follow-up. With emissions in 2010 in sort of -- is there any threat to your existing business with the truck sector from the change of admissions if you don't pull... participate significantly. I assume that it just lost some incremental opportunity as opposed to the existing business that would change? William M. Cook - Chairman, President and Chief Executive Officer: Eli, Bill here. Just overtime the muffler business will go away and we participate in that. So that's maybe on the negative side. On the positive side whether we have... we win the emissions business or not, the whole changes around this technology are actually creating opportunities around... for us around air and liquid filters. So... because the Engines have to run differently and they need better filtration. So, a little bit on the muffler side, there's a risk there but a positive on the air and liquid side. Eli Lustgarten - Longbow Securities: But you are expecting most of the muffler business, basically the commodity stuff to disappear anyway, weren't you? William M. Cook - Chairman, President and Chief Executive Officer: Over time, right, yes. Eli Lustgarten - Longbow Securities: That's okay, thank you. William M. Cook - Chairman, President and Chief Executive Officer: Sure.

Thank you. And at this time there are no additional questions. I will turn it back Bill Cook for any closing remarks? William M. Cook - Chairman, President and Chief Executive Officer: Thanks Vince. To all of you listening, I would like to thank you for your time and interest. My fellow of 13,000 employees, I want to thank you for your efforts. I recognize that this hasn't always been easy although you make setting new records look like it is. We are on track to deliver anther great year, our 19th consecutive EPS record. Congratulations and thank you all. Good bye.

Ladies and gentleman, this does conclude the Donaldson Company's second quarter fiscal 2008 conference call. If you would like to listen to the replay of today's conference, please dial 303-590-3030 or 1800-406-7325 using the access code of 3843469 followed by the pound key. ACT would like to thank you for your participation, you may now disconnect.