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: MATTISON ROBERT M (VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-31	Common Stock	J	46.8704	$29.11	Acquired	901.8704	Indirect
2004-06-30	Common Stock	J	1.717	$31.05	Acquired	903.5874	Indirect
2004-09-30	Common Stock	J	1.3213	$33.5	Acquired	904.9087	Indirect
2004-12-31	Common Stock	J	0.5928	$37.35	Acquired	905.5015	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	12500	Acquired	2015-02-18	Common Stock (12500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4887	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.