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: CARROLL WILLIAM J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-25	Phantom Stock Units	$	J	471.782	Acquired		Common Stock (471.782)	Direct
2004-04-01	Phantom Stock Units	$	A	309.17	Acquired		Common Stock (309.17)	Direct

Footnotes

F1: 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.

F2: 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.