GRACO INC — Director's Dealing 2004

Feb 20, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2004-02-20

Reporting Person: VAN SANT R WILLIAM (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$41.86	2014-02-20	Common Stock (3000)		Direct

Footnotes

F1: Nonemployee director stock option granted pursuant to the Graco Inc. Stock Incentive Plan in transaction exempt under Rule 16b-3. The stock option becomes exercisable in four equal annual installments, commencing one year after the date of the grant.