GRACO INC — Director's Dealing 2005

Feb 23, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2005-02-18

Reporting Person: LOWE DAVID M (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-31	Common Stock	J	18.4665	$29.11	Acquired	346.4665	Indirect
2004-06-30	Common Stock	J	0.6597	$31.05	Acquired	347.1262	Indirect
2004-09-30	Common Stock	J	0.5072	$33.5	Acquired	347.6334	Indirect
2004-12-31	Common Stock	J	0.2274	$37.35	Acquired	347.8608	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-18	Non-Qualified Stock Option (right to buy)	$38.13	A	22500	Acquired	2015-02-18	Common Stock (22500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40650	Direct

Footnotes

F1: Dividends paid pursuant to the Graco Employee Stock Ownership Plan, exempt under Rule 16b-3(c).

F2: 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.