WD 40 CO — Director's Dealing 2006

Feb 10, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2006-02-08

Reporting Person: IRWIN MICHAEL J (Executive Vice President/CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-08	Common Stock	M	2400	$23	Acquired	7458	Direct
2006-02-08	Common Stock	S	2400	$30.2207	Disposed	5058	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-08	Incentive Stock Option	$23.00	M	2400	Disposed	2006-09-23	Common Stock (2400)	Direct

Footnotes

F1: Total includes 658 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account; estimated number of shares based upon equivalent value of units held.

F2: ISO 5000 shares exercisable 09/22/98 at $31.75 exp. 09/22/07; ISO 6000 shares exercisable 09/29/99 at $23.063 exp. 09/29/08; ISO 120 shares exercisable 09/28/00 at $23.50 exp. 09/28/09; Non Qualified Stock Option (NQSO) 5880 shares exercisable 09/26/00 at $23.50 exp. 09/26/09; ISO 4804 shares exercisable 09/26/01 at $20.813 exp. 09/26/10; NQSO 15000 shares exercisable 04/27/02 at $18.084 exp. 04/27/11; NQSO 5181 shares exercisable 09/25/02 at $20.75 exp. 09/25/11; ISO 4819 shares exercisable 09/25/02 at $20.75 exp. 09/25/11; NQSO 10000 shares exercisable 09/24/03 at $27.56 exp. 09/24/12; NQSO 10000 shares (3400 exercisable 09/23/04; 3300 exercisable 09/23/05; 3300 exercisable 09/23/06) at $29.30 exp. 09/24/13; NQSO 9000 shares (3060 exercisable 10/19/05, 2970 exercisable 10/19/06, 2970 exercisable 10/19/07) at $27.67 exp. 10/19/14;

F3: In addition to the securities beneficially owned listed in footnote 2, NQSO 9000 shares (3060 exercisable 10/18/06, 2970 exercisable 10/18/07, 2970 exercisable 10/18/08) at $27.27 exp. 10/18/15.