WD 40 CO — Director's Dealing 2008

Dec 12, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2008-12-09

Reporting Person: CRIVELLO MARIO L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-09	Common Stock	A	1221	—	Acquired	856027	Indirect

Footnotes

F1: Restricted Stock Units (Common Stock equivalents) were granted pursuant to the WD-40 Company 2007 Stock Incentive Plan for non-elective and elective portions of annual director compensation in accordance with the Issuer's Directors' Compensation Policy and Election Plan. The Restricted Stock Units will be settled solely with Issuer Common Stock upon termination of the reporting person?s service as a director.

F2: Mr. Crivello has sole voting and investment power over 766,404 shares held in trust for the benefit of his mother and remainder beneficiaries. Mr. Crivello holds 101,609 shares directly. 14,780 shares held as custodian for his children are not reported in the total herein.

F3: Total includes 1963 Restricted Stock Units (Common Stock equivalents)