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: JOHNSON DALE D (VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-09-08	Common Stock	M	3000	$13.11	Acquired	13995.5	Direct
2003-09-08	Common Stock	S	1000	$39.5	Disposed	12995.5	Direct
2003-09-08	Common Stock	S	2000	$39.55	Disposed	10995.5	Direct
2003-09-09	Common Stock	M	3000	$13.11	Acquired	13995.5	Direct
2003-09-09	Common Stock	S	2700	$39.65	Disposed	11295.5	Direct
2003-09-09	Common Stock	S	300	$39.66	Disposed	10995.5	Direct
2003-06-30	Common Stock	J	1.3143	—	Acquired	1762.6744	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-09-08	Non-Qualified Stock Option (right to buy)	$13.11	M	3000	Disposed	2008-02-27	Common Stock (3000)	Direct
2003-09-09	Non-Qualified Stock Option (right to buy)	$13.11	M	3000	Disposed	2008-02-27	Common Stock (3000)	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.