GRACO INC — Director's Dealing 2004

Feb 24, 2004

SEC Form 4/A — Form 4/A

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

Reporting Person: GILLIGAN J KEVIN (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-01	Phantom Stock Units	$0	A	199.51	Acquired		Common Stock (199.51)	Direct

Footnotes

F1: 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.