Donaldson Company, Inc.

November 27, 2002

Mr. Jonathan G. Katz, Secretary
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington DC 20549-0609

Re: File No. S7-40-02

Dear Mr. Katz:

I am a member of the Board of Directors of Donaldson Company, Inc. (DCI), a NYSE listed company located in Minneapolis, Minnesota. Donaldson recognizes the importance of good corporate governance and supports the objectives and principles of the Sarbanes-Oxley Act (the Act).

I am writing this comment letter because I believe that the Commission's proposed rule implementing the "financial expert" provision of the Act is too narrow and goes beyond what is needed to accomplish the desired results and comply with the Act. I am concerned that the proposed "financial expert" rule over-regulates and could result in fewer qualified directors serving on the audit committee and ultimately reducing the quality of Board participation and contribution.

I believe that the SEC should recognize in its final rule that "performance" is included in the "supervision" of people who directly perform the preparing and auditing of financial statements of reporting companies. Similarly, experience reviewing or analyzing financial statements of a reporting company also should be sufficient.

For example, a CEO of a reporting company regularly performs this review and analysis, including in connection with the certifications under the Act. The critical factor is that the "financial expert" understands the preparation of audited financial statements and understands whether those financial statements accurately reflect the financial position of the business.

As a Board member, I applaud the SEC's efforts to push issues to upgrade the qualifications, diligence and integrity of boards and audit committees. The suggested changes to the proposed financial expert definition will further the goals of the Act and the efforts of the Commission.


Janet M. Dolan
President and CEO
Tennant Company