GRACO INC — Director's Dealing 2004

Apr 6, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (ggg)
CIK: 0000042888
Period of Report: 2004-04-01

Reporting Person: VAN DYKE WILLIAM G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-04	Common Stock	J	16.724	$40.46	Acquired	4890.3655	Direct
2004-03-25	Common Stock	J	394.464	$27.6633	Acquired	7729.464	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-04	Phantom Stock Units	$	J	32.136	Acquired		Common Stock (32.136)	Direct
2004-03-25	Phantom Stock Units	$	J	757.923	Acquired		Common Stock (757.923)	Direct
2004-04-01	Phantom Stock Units	$	A	373.59	Acquired		Common Stock (373.59)	Direct

Footnotes

F1: Shares of Graco Common Stock acquired under the Graco Inc. Automatic Dividend Reinvestment Plan, exempt under Rule 16a-11.

F2: Dividends on the accrued phantom stock units were credited 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.

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.