GRACO INC — Director's Dealing 2005

Mar 8, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2005-03-04

Reporting Person: SHEAHAN MARK W (VICE PRESIDENT AND TREASURER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-03-04	Common Stock	M	2812	$11.71	Acquired	13999	Direct
2005-03-04	Common Stock	M	5626	$18.39	Acquired	19625	Direct
2005-03-04	Common Stock	M	9000	$17.34	Acquired	28625	Direct
2005-03-04	Common Stock	S	7300	$39.49	Disposed	21325	Direct
2005-03-04	Common Stock	S	500	$39.48	Disposed	20825	Direct
2005-03-04	Common Stock	S	800	$39.47	Disposed	20025	Direct
2005-03-04	Common Stock	S	1800	$39.46	Disposed	18225	Direct
2005-03-04	Common Stock	S	3100	$39.45	Disposed	15125	Direct
2005-03-04	Common Stock	S	1738	$39.44	Disposed	13387	Direct
2005-03-04	Common Stock	S	600	$39.43	Disposed	12787	Direct
2005-03-04	Common Stock	S	900	$39.42	Disposed	11887	Direct
2005-03-04	Common Stock	S	600	$39.41	Disposed	11287	Direct
2005-03-04	Common Stock	S	100	$39.39	Disposed	11187	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-04	Non-Qualified Stock Option (right to buy)	$11.71	M	2812	Disposed	2011-02-23	Common Stock (2812)	Direct
2005-03-04	Non-Qualified Stock Option (right to buy)	$17.34	M	9000	Disposed	2013-02-21	Common Stock (9000)	Direct
2005-03-04	Non-Qualified Stock Option (right to buy)	$18.39	M	5626	Disposed	2012-02-22	Common Stock (5626)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	347.8629	Indirect
Common Stock	964	Indirect

Footnotes

F1: The reporting person also indirectly beneficially owns 643 shares of Graco common stock through a spouse.

F2: 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 one year after the date of the grant.

F3: Employee 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.