GRACO INC — Director's Dealing 2003

Jul 2, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2003-07-01

Reporting Person: CARROLL WILLIAM J (Director)

Footnotes

F1: Dividends of 13.712 on the accrued phantom stock units were credited on May 7, 2003 under the Graco Inc. Nonemployee Director Stock Plan and are to be settled 100% in Graco common stock in a lump sum or installments upon reporting person's termination of service on the Board.

F2: Number of phantom stock units beneficially owned following reported transaction is 5,371.526.

F3: The phantom stock units were accrued under the Graco Inc. Nonemployee Director Stock Plan and are to be settled 100% in Graco common stock in a lump sum or installments upon reporting person's termination of service on the Board.