Edgar Filing: GOSTOMSKI MICHAEL M

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GOSTOMSKI MICHAEL M

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)

(Last)

(First)

(Middle)

1666 VALLEY VIEW DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2005

(Street)

WINONA, MN 55987

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/24/2005		J⁽¹⁾⁽²⁾⁽³⁾		276,667 ⁽¹⁾ ⁽²⁾ ⁽³⁾	D	⁽¹⁾ ⁽²⁾ ⁽³⁾	249,452	I	See Footnote ⁽⁴⁾
Common Stock								192,490	I	See Footnote ⁽⁵⁾
Common stock								340	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Forward Sales Contract (Obligation to Sell)

⁽¹⁾ ⁽²⁾ ⁽³⁾

08/24/2005

J⁽¹⁾⁽²⁾⁽³⁾

08/24/2005

Common Stock

310,000 ⁽¹⁾ ⁽²⁾ ⁽³⁾

⁽¹⁾ ⁽²⁾ ⁽³⁾

See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GOSTOMSKI MICHAEL M 1666 VALLEY VIEW DRIVE WINONA, MN 55987	X

Signatures

Jennifer Mewaldt, as Attorney-in-Fact		08/26/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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, 2005. Upon signing the Contract, the trust received an initial cash payment equal to $27.15 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 $60.73 which was greater than the cap price. Accordingly, the Contract required the trust to deliver to the securities broker 276,667 shares of Fastenal Company common stock. The trust was not obligated to deliver 33,333 shares of Fastenal Company common stock, and therefore those shares were retained.
(4)	These shares are held by the reporting person's revocable living trust. The reporting person disclaims beneficial ownership of these shares.
(5)	192,150 shares of the issuer's common stock are held by the revocable living trust of the reporting person's spouse. An additional 340 shares of issuer's common stock are held by the reporting person's spouse. The reporting person disclaims beneficial ownership of all shares listed in this footnote.

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