GRACO INC — Director's Dealing 2008

Apr 30, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2008-04-28

Reporting Person: MORFITT MARTHA A M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-04-28	Common Stock	M	2593	$10.31	Acquired	27608	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-04-28	Non-Qualified Stock Option (right to buy)	$10.31	M	2593	Disposed	2008-05-05	Common Stock (2593)	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.

F2: No consideration was paid for this option.