GRACO INC — Director's Dealing 2008

Jun 13, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2008-06-11

Reporting Person: GALLIVAN KAREN PARK (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-06-11	Common Stock	M	5625	$17.34	Acquired	8125	Direct
2008-06-11	Common Stock	S	600	$39.57	Disposed	7525	Direct
2008-06-11	Common Stock	S	200	$39.56	Disposed	7325	Direct
2008-06-11	Common Stock	S	200	$39.55	Disposed	7125	Direct
2008-06-11	Common Stock	S	100	$39.54	Disposed	7025	Direct
2008-06-11	Common Stock	S	400	$39.53	Disposed	6625	Direct
2008-06-11	Common Stock	S	500	$39.52	Disposed	6125	Direct
2008-06-11	Common Stock	S	2589	$39.51	Disposed	3536	Direct
2008-06-11	Common Stock	F	1036	$39.73	Disposed	2500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-06-11	Non-Qualified Stock Option (right to buy)	$17.34	M	5625	Disposed	2013-02-21	Common Stock (5625)	Direct

Footnotes

F1: 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.