GRACO INC — Director's Dealing 2003

Sep 15, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2003-09-12

Reporting Person: JOHNSON DALE D (VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-09-12	Common Stock	M	3500	$13.11	Acquired	14495.5	Direct
2003-09-12	Common Stock	S	200	$38.7	Disposed	14295.5	Direct
2003-09-12	Common Stock	S	600	$38.69	Disposed	13695.5	Direct
2003-09-12	Common Stock	S	2700	$38.65	Disposed	10995.5	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-09-12	Non-Qualified Stock Option (right to buy)	$13.11	M	3500	Disposed	2008-02-27	Common Stock (3500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1762.6744	Indirect

Footnotes

F1: Employee stock option granted pursuant to the Graco Inc. Long-Term Stock Incentive Plan in a transaction exempt under Rule 16b-3. The stock option becomes exercisable in four equal annual installments, commencing two years after the date of the grant.