GRACO INC — Director's Dealing 2008

Apr 18, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRACO INC (GGG)
CIK: 0000042888
Period of Report: 2007-05-07

Reporting Person: CARROLL WILLIAM J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-05-07	Phantom Stock Units	$0	J	49.704	Acquired		Common Stock (49.704)	Direct
2007-08-06	Phantom Stock Units	$0	J	48.262	Acquired		Common Stock (48.262)	Direct
2007-11-13	Phantom Stock Units	$0	J	50.631	Acquired		Common Stock (50.631)	Direct
2008-02-11	Phantom Stock Units	$0	J	63.873	Acquired		Common Stock (63.873)	Direct

Footnotes

F1: The Phantom Stock Units were accrued under the Amended and Restated Graco Inc. Stock Incentive Plan (2006) and are to be settled 100% in Graco common stock in a lump sum or installments upon reporting person's termination of service on the Board.

F2: Phantom stock units acquired pursuant to the dividend reinvestment feature of the Company's deferred stock program, exempt under Rule 16a-11.