GRACO INC — Director's Dealing 2003

Sep 9, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: RESCORLA CHARLES L (VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-09-09	Common Stock	M	10125	$9.22	Acquired	43194	Direct
2003-09-09	Common Stock	S	10125	$39.65	Disposed	33069	Direct
2003-06-30	Common Stock	J	0.801	—	Acquired	1074.1775	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-09-09	Non-Qualified Stock Option (right to buy)	$9.22	M	10125	Disposed	2007-02-28	Common Stock (10125)	Direct

Footnotes

F1: Dividends paid pursuant to the Graco Employee Stock Ownership Plan, exempt under Rule 16b-3(c).

F2: 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.