SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GOSTOMSKI MICHAEL M (Last) (First) (Middle) 1666 VALLEY VIEW DRIVE (Street) WINONA MN 55987 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FASTENAL CO [ FAST ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/24/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/24/2004		J(1)(2)(3)		277,403(1)(2)(3)	D	(1)(2)(3)	526,119(4)	I	These shares are held by reporting persons revocable living trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Forward Sales Contract (obligation to buy)	(1)(2)(3)	08/24/2004		J(1)(2)(3)			1	08/24/2004	08/24/2004	Common Stock	310,000(1)(2)(3)	(1)(2)(3)	0	D

Explanation of Responses:

1. On October 24, 2002, the reporting person's revocable living trust entered into a previously reported prepaid forward sale contract (the "Contract") with a securities broker which covered a maximum of 310,000 shares and settled on August 24, 2004. Upon signing the Contract the trust trust received an initial cash payment equal to $27.91 per share subject to the Contract in exchange for the trust's obligation to sell and deliver some or all of the shares subject to the Contract on the expiration date of the Contract as follows: upon the expiration of the Contract, one of three delivery scenarios would occur: (i) if the fair market value of the underlying shares on the expiration date was at or below the floor price of $32.65 per share, the trust would deliver all of the underlying shares to the securities broker;

2. (ii) if the fair market value of the underlying shares on the expiration date was above the floor price but below the cap price of $39.18 per share, the trust would deliver a number of underlying shares the value of which, based on the current market price on the expiration date, equals the total number of underlying shares multiplied by the floor price; or (iii) if the fair market value of the underlying shares on the expiration date was at or above the cap price, the trust would deliver a number of underlying shares the value of which, based on the current market price on the expiration date, equals the total number of underlying shares multiplied by the sum of (a) the floor price and

3. (b) the difference between the current market price and the cap price. Alternatively, the trust was permitted, instead of delivering the required number of underlying shares on the expiration date, to make a cash payment to the broker equal to the current fair market value of the number of underlying securities that would have otherwise been delivered. On the settlement date the closing price per share of Fastenal Company common stock was $62.10, which was greater than the cap price. Accordingly, the Contract required the trust to deliver to the securities broker 277,403 shares of Fastenal Company common stock. The trust was not obligated to deliver 32,597 shares of Fastenal Company common stock, and therefore those shares were retained.

4. An additional 262,150 shares are held by the revocable living trust of the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares.

	/s/Jeffrey R. Sprain as Attorney-in-Fact	09/21/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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