GRACO INC — Director's Dealing 2006

Feb 7, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2006-02-03

Reporting Person: MITAU LEE R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-03	Common Stock	M	10125	$3.73	Acquired	24241	Direct
2006-02-03	Common Stock	F	951	$39.71	Disposed	23290	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-03	Non-Qualified Stock Option (right to buy)	$3.73	M	10125	Disposed	2006-05-07	Common Stock (10125)	Direct

Footnotes

F1: Nonemployee director stock option granted pursuant to the Graco Inc. Nonemployee Director Stock Option 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.