GRACO INC — Director's Dealing 2004

Mar 2, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2004-02-27

Reporting Person: RESCORLA CHARLES L (VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-27	Common Stock	M	11250	$13.11	Acquired	44319	Direct
2004-02-27	Common Stock	M	16875	$9.55	Acquired	61194	Direct
2004-02-27	Common Stock	S	525	$42.9	Disposed	60669	Direct
2004-02-27	Common Stock	S	200	$42.72	Disposed	60469	Direct
2004-02-27	Common Stock	S	1300	$42.71	Disposed	59169	Direct
2004-02-27	Common Stock	S	3500	$42.7	Disposed	55669	Direct
2004-02-27	Common Stock	S	1900	$42.6	Disposed	53769	Direct
2004-02-27	Common Stock	S	100	$42.59	Disposed	53669	Direct
2004-02-27	Common Stock	S	1300	$42.88	Disposed	52369	Direct
2004-02-27	Common Stock	S	300	$42.87	Disposed	52069	Direct
2004-02-27	Common Stock	S	1300	$42.8	Disposed	50769	Direct
2004-02-27	Common Stock	S	400	$42.79	Disposed	50369	Direct
2004-02-27	Common Stock	S	1400	$42.58	Disposed	48969	Direct
2004-02-27	Common Stock	S	7900	$42.55	Disposed	41069	Direct
2004-02-27	Common Stock	S	2700	$42.5	Disposed	38369	Direct
2004-02-27	Common Stock	S	2400	$42.46	Disposed	35969	Direct
2004-02-27	Common Stock	S	1900	$42.45	Disposed	34069	Direct
2004-02-27	Common Stock	S	1000	$42.4	Disposed	33069	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-27	Non-Qualified Stock Option (right to buy)	$9.55	M	16875	Disposed	2009-02-22	Common Stock (16875)	Direct
2004-02-27	Non-Qualified Stock Option (right to buy)	$13.11	M	11250	Disposed	2008-02-27	Common Stock (11250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1075.1758	Indirect

Footnotes

F1: 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.