GRACO INC — Director's Dealing 2004

Aug 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2004-07-30

Reporting Person: GRANER JAMES A (VICE PRESIDENT AND CONTROLLER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-30	Common Stock	S	27609	$31.5	Disposed	86587	Direct
2004-03-31	Common Stock	J	144.9787	$29.11	Acquired	2790.9787	Indirect
2004-06-30	Common Stock	J	5.3137	$31.05	Acquired	2796.2924	Indirect

Footnotes

F1: On March 30, 2004, the common stock of Graco Inc. split 3-for-2. Reporting person's end of period holdings and the exercise price and amount of shares underlying derivative securities have been proportionately adjusted to reflect this split.

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