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: RESCORLA CHARLES L (VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-01	Common Stock	J	928	$22.88	Acquired	33997	Direct
2004-03-31	Common Stock	J	88.8512	$29.11	Acquired	1700.8512	Indirect
2004-06-30	Common Stock	J	3.2386	$31.05	Acquired	1704.0898	Indirect
2004-09-30	Common Stock	J	2.4916	$33.5	Acquired	1706.5814	Indirect
2004-12-31	Common Stock	J	1.1176	$37.35	Acquired	1707.699	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

Footnotes

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

F2: Dividends paid pursuant to the Graco Employee Stock Ownership Plan, exempt under Rule 16b-3(c).

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.