GRACO INC — Director's Dealing 2003

Jul 31, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (ggg)
CIK: 0000042888
Period of Report: 2003-07-30

Reporting Person: MCHALE PATRICK J (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-03-01	Common Stock	J	925	$22.78	Acquired	7958	Direct
2003-07-30	Common Stock	M	6750	$13.14	Acquired	14708	Direct
2003-07-30	Common Stock	M	450	$9.55	Acquired	15158	Direct
2003-07-30	Common Stock	M	12657	$13.64	Acquired	27815	Direct
2003-07-30	Common Stock	M	5626	$17.57	Acquired	33441	Direct
2003-07-30	Common Stock	M	2813	$27.59	Acquired	36254	Direct
2003-07-30	Common Stock	S	296	$36.2	Disposed	35958	Direct
2003-07-30	Common Stock	S	100	$36.17	Disposed	35858	Direct
2003-07-30	Common Stock	S	100	$36.15	Disposed	35758	Direct
2003-07-30	Common Stock	S	100	$36.14	Disposed	35658	Direct
2003-07-30	Common Stock	S	100	$36.11	Disposed	35558	Direct
2003-07-30	Common Stock	S	300	$36.1	Disposed	35258	Direct
2003-07-30	Common Stock	S	100	$36.08	Disposed	35158	Direct
2003-07-30	Common Stock	S	2300	$36	Disposed	32858	Direct
2003-07-30	Common Stock	S	100	$36.03	Disposed	32758	Direct
2003-07-30	Common Stock	S	100	$36.06	Disposed	32658	Direct
2003-07-30	Common Stock	S	24000	$35.95	Disposed	8658	Direct
2003-07-30	Common Stock	S	400	$35.98	Disposed	8258	Direct
2003-07-30	Common Stock	S	300	$36.02	Disposed	7958	Direct
2003-03-31	Common Stock	J	3.4226	—	Acquired	941.974	Indirect
2003-06-30	Common Stock	J	0.7029	—	Acquired	942.6769	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-07-30	Non-Qualified Stock Option (right to buy)	$9.55	M	450	Disposed	2009-02-22	Common Stock (450)	Direct
2003-07-30	Non-Qualified Stock Option (right to buy)	$13.14	M	6750	Disposed	2008-02-18	Common Stock (6750)	Direct
2003-07-30	Non-Qualified Stock Option (right to buy)	$13.64	M	12657	Disposed	2010-02-23	Common Stock (12657)	Direct
2003-07-30	Non-Qualified Stock Option (right to buy)	$17.57	M	5626	Disposed	2011-02-23	Common Stock (5626)	Direct
2003-07-30	Non-Qualified Stock Option (right to buy)	$27.59	M	2813	Disposed	2012-02-22	Common Stock (2813)	Direct

Footnotes

F1: Includes shares acquired under Graco Employee Stock Purchase Plan, exempt under Rule 16b-3.

F2: Dividends paid pursuant to the Graco Employee Stock Ownership Plan, exempt under Rule 16b-3(c).

F3: 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.

F4: 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 one year after the date of the grant.

F5: Employee stock option granted pursuant to the Graco Inc. Stock Incentive Plan in transaction exempt under Rule 16b-3. The stock option becomes exercisable in four equal annual installments, commencing one year after the date of the grant.