GRACO INC — Director's Dealing 2005

Sep 12, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2005-03-01

Reporting Person: JOHNSON DALE D (VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-03-01	Common Stock	J	727	$24.74	Acquired	18282	Direct
2005-09-09	Common Stock	S	1000	$36.94	Disposed	17282	Direct
2005-09-09	Common Stock	S	1000	$36.95	Disposed	16282	Direct
2005-09-09	Common Stock	S	1499	$36.91	Disposed	14783	Direct
2005-09-09	Common Stock	S	1000	$36.9	Disposed	13783	Direct
2005-03-31	Common Stock	J	4.4455	$40.36	Disposed	2633.4056	Indirect
2005-06-30	Common Stock	J	8.6994	$31.05	Disposed	2624.7062	Indirect

Footnotes

F1: Shares acquired under Graco Employee Stock Purchase Plan, exempt under Rule 16b-3.

F2: ESOP - Reporting person has elected to have the dividends allocated to his ESOP Unit Stock Account under the Graco Inc. Employee Investment Plan paid to him in cash. As a result,the number of shares allocated to reporting person's ESOP Unit Stock Account will decrease due to the allocation of administrative fees to this Account.