GRACO INC — Director's Dealing 2008

Apr 29, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2008-04-25

Reporting Person: VAN SANT R WILLIAM (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-04-25	Non-Qualified Stock Option (right to buy)	$38.45	A	8600	Acquired	2018-04-25	Common Stock (8600)	Direct

Footnotes

F1: Nonemployee director stock option granted pursuant to the Amended and Restated Graco Inc. Stock Incentive Plan (2006) in a 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.