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 * KIERLIN ROBERT A   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) 2001 THEURER BLVD. 3. Date of Earliest Transaction (Month/Day/Year) 07/14/2004 (Street) WINONA, MN 55987 4. If Amendment, Date Original Filed(Month/Day/Year) 07/16/2004 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) Code V Amount (A) or (D) Price Common Stock (1) (2) (3) 07/14/2004   X   25,366 (5) D $ 35 5,788,236 (4) D   Common Stock (1) (2) (3) 07/15/2004   X   10,260 D $ 35 5,777,976 (4) D   Common Stock 07/15/2004   S   100,000 D $ 60.255 5,677,976 (4) D

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Call Options (Obligation to Sell) (1) (2) (3)

$ 35

07/14/2004

X

25,366 (5)

06/01/2004

11/30/2004

Common Stock

25,366 (5)

$ 0

0

D

Call Options (Obligation to Sell) (1) (2) (3)

$ 35

07/15/2004

X

10,260

06/01/2004

11/30/2004

Common Stock

10,260

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KIERLIN ROBERT A 2001 THEURER BLVD. WINONA, MN 55987	X

Signatures

/s/ John Milek, Attorney-in-Fact		01/18/2005
**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)	In 2000, the reporting person adopted a stock option plan for employees of the issuer and its subsidiaries (the "Plan") pursuant to which the reporting person has granted to such employees, in January 2000, January 2001 and January 2002, options to purchase shares of issuer common stock owned by the reporting person. No premium or other consideration was received by the reporting person in connection with the grant of the options. In general, each of the options granted under the Plan in January 2000 or January 2001 that has not previously expired or terminated will expire on, respectively, December 31, 2002 and December 31, 2003, and each of the options granted under the Plan in January 2002 that has not previously expired or terminated will expire on November 30, 2004. Each of the options vests and becomes exercisable six months prior to the scheduled expiration date of that option.
(2)	If the holder of an option ceases to be employed by the issuer or one of its subsidiaries (other than as a result of death) prior to vesting of the option, the option will expire at the time employment is terminated. If the holder of an option ceases to be employed by the issuer or one of its subsidiaries (other than as a result of death) after vesting of the option, the option will expire on the earlier of the scheduled expiration date or 90 days after the date employment is terminated.
(3)	This reports the exercise of options granted in January 2002 under the Plan.
(4)	Reporting person's spouse owns an additional 200 shares of common stock. The reporting person disclaims beneficial ownership of these shares.
(5)	The number of shares reported as exercised was mistakenly reported.

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