GRACO INC — Director's Dealing 2004

Jan 5, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

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
2003-11-05	Phantom Stock Units	$	J	5.971	Acquired		Common Stock (5.971)	Direct
2004-01-01	Phantom Stock Units	$	A	149.63	Acquired		Common Stock (149.63)	Direct

Footnotes

F1: Dividends on the accrued phantom stock units were credited under the Graco Inc. Nonemploye 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.