<SEC-DOCUMENT>0000042888-11-000089.txt : 20110615
<SEC-HEADER>0000042888-11-000089.hdr.sgml : 20110615
<ACCEPTANCE-DATETIME>20110615164651
ACCESSION NUMBER:		0000042888-11-000089
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20110610
FILED AS OF DATE:		20110615
DATE AS OF CHANGE:		20110615

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Rothe Christian E
		CENTRAL INDEX KEY:			0001523212

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09249
		FILM NUMBER:		11913354

	MAIL ADDRESS:	
		STREET 1:		88 - 11TH AVENUE N.E.
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55413

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GRACO INC
		CENTRAL INDEX KEY:			0000042888
		STANDARD INDUSTRIAL CLASSIFICATION:	PUMPS & PUMPING EQUIPMENT [3561]
		IRS NUMBER:				410285640
		STATE OF INCORPORATION:			MN
		FISCAL YEAR END:			1230

	BUSINESS ADDRESS:	
		STREET 1:		88 11TH AVENUE NE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55413-1894
		BUSINESS PHONE:		6126236000

	MAIL ADDRESS:	
		STREET 1:		C/O CORPORATION SERVICE COMPANY
		STREET 2:		380 JACKSON STREET, SUITE 700
		CITY:			ST. PAUL
		STATE:			MN
		ZIP:			55101
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>edgardoc.xml
<DESCRIPTION>PRIMARY DOCUMENT
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0203</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2011-06-10</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0000042888</issuerCik>
        <issuerName>GRACO INC</issuerName>
        <issuerTradingSymbol>GGG</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001523212</rptOwnerCik>
            <rptOwnerName>Rothe Christian E</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>88 11TH AVENUE NE</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>MINNEAPOLIS</rptOwnerCity>
            <rptOwnerState>MN</rptOwnerState>
            <rptOwnerZipCode>55413</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Vice President and Treasurer</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Non-Qualified Stock Option (right to buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>49.73</value>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <value>2021-06-06</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>15000</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Employee stock option granted pursuant to the Graco Inc. 2010 Stock Incentive 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.</footnote>
    </footnotes>

    <ownerSignature>
        <signatureName>By: Carrie D. Russell, Attorney-in-Fact  For: Christian E Rothe</signatureName>
        <signatureDate>2011-06-15</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>rothepoaexhibit24.txt
<DESCRIPTION>EDGAR SUPPORTING DOCUMENT
<TEXT>
EXHIBIT 24
POWER OF ATTORNEY

Know all by these presents that the undersigned hereby
constitutes and appoints each of Karen Park Gallivan,
Timothy A. Stoffel and Carrie D. Russell signing singly,
the undersigned's true and lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned, in
the undersigned's capacity as an officer and/or director
of Graco Inc. (the "Company"), Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder; (2) Do and perform
any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and
execute any such Form 3, 4 or 5 and timely file such
form with the United States Securities and Exchange
Commission and any stock exchange or similar authority;
and (3) Take any other action of any type whatsoever
in connection with the foregoing which, in the opinion
of such attorney in fact, may be of benefit to, in the
best interest of, or legally required by, the undersigned,
it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant
to this Power or Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary, or proper
to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3,
4, and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 10th day of June, 2011.



/s/ Christian E. Rothe
Christian E. Rothe

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
