As filed with the Securities and  
Exchange Commission on March 30, 1999                        Registration No.___


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------



                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                        --------------------------------

                                   Graco Inc.
             (Exact name of registrant as specified in its charter)

Minnesota                                                             41-0285640
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                           4050 Olson Memorial Highway
                       Golden Valley, Minnesota 55422-5332
               (Address of principal executive offices) (Zip Code)

                                   Graco Inc.
                          Employee Stock Incentive Plan
                            (Full title of the plan)

                           CT Corporation System Inc.
                             405 Second Avenue South
                          Minneapolis, Minnesota 55401
                     (Name and address of agent for service)

                                 (612) 333-4315
          (Telephone number, including area code, of agent for service)
                       ----------------------------------



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                       Proposed      Proposed
Title of                               maximum       maximum
Title of            Amount             offering      aggregate     Amount of
securities          to be              price per     offering      registration
being registered    registered         share<F1>     price<F1>     fee
----------------    ----------         ---------     -----------   ------------

<S>                 <C>                 <C>          <C>            <C>      
Common Stock
($1.00 par value)   1,000,000 shares    $20.375      $20,375,000    $5,664.25
                                       ---------     -----------    ---------
<FN>
<F1>
(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule  457(c),  based upon the  average of the high and low
     prices of the Common  Stock as reported  on the New York Stock  Exchange on
     March 25, 1999.
</FN>
</TABLE>
<PAGE>

                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following  documents,  which  have  been  filed  by  Graco  Inc.  (the
"Company")  with the Securities and Exchange  Commission,  are  incorporated  by
reference in this Registration Statement, as of their respective dates:

          (a) the Company's Annual Report on Form 10-K for the fiscal year ended
     December 25, 1998;

          (b) the description of the Company's Common Stock, par value $1.00 per
     share,  contained in any  registration  statement or report filed under the
     Securities  Exchange Act of 1934,  including  any amendment or report filed
     for the purpose of updating such description.

     All documents the Company has filed  pursuant to Sections 13(a) or 15(d) of
the Securities  Exchange Act of 1934, as amended,  subsequent to the date hereof
and  prior to the  filing of a  post-effective  amendment  to this  Registration
Statement which  indicates that all securities  offered hereby have been sold or
which  deregisters  all  securities  remaining  unsold,  shall be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the  respective
dates of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the Shares being registered hereby has been passed upon for
the Company by Robert M. Mattison, Vice President, General Counsel and Secretary
of Graco  Inc.,  Minneapolis,  Minnesota.  Mr.  Mattison  is an  officer  of the
Company.

Item 6.  Indemnification of Directors and Officers.

     Section 302A.521 of the Minnesota  Statutes  requires,  among other things,
the  indemnification  of  persons  made or  threatened  to be made a party  to a
proceeding by reason of acts or omissions  performed in their official  capacity
as an officer, director, employee or agent of the corporation against judgments,
penalties and fines (including  attorneys' fees) if such person is not otherwise
indemnified,  acted in good faith,  received no improper benefit,  believed that
such conduct was in the best interests of the  corporation,  and, in the case of
criminal  proceedings,  had no reason to believe the conduct  was  unlawful.  In
addition,  Section 302A.521, subd. 3, requires payment by the corporation,  upon
written  request,  of  reasonable  expenses in advance of final  disposition  in
certain  instances.  A  decision  as to  required  indemnification  is made by a
disinterested majority of the Board of Directors present at a meeting at which a
disinterested  quorum is present, or by a designated  committee of the Board, by
special legal  counsel,  by the  shareholders  or by a court.  The bylaws of the
Company  provide  that  the  Company  shall  indemnify  such  person,  for  such
liabilities,  in such manner,  under such  circumstances,  and to such extent as
permitted  by Section  302A.521,  as now  enacted  or  hereafter  amended.  This
indemnification  may include  indemnification  for liabilities arising under the
Securities Act of 1933.
<PAGE>

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

          4.1  Restated  Articles of  Incorporation  of Graco  Inc.,  as amended
               December  12, 1997  (incorporated by reference to  Exhibit 3.1 to
               the Company's  Annual  Report on Form  10-K for the  fiscal  year
               ended December 26, 1997)
          5.1  Opinion of  Robert M. Mattison,  Vice President,  General Counsel
               and Secretary of Graco Inc., regarding legality
          23.1 Consent of Deloitte & Touche LLP, independent auditors
          23.2 Consent  of  Robert M. Mattison,  Vice President, General Counsel
               and Secretary of Graco Inc. (included in Exhibit 5.1 above)
          24.1 Power of Attorney

Item 9.  Undertakings.

A.  Post-Effective Amendments.

          The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:
               (i)   To  include any  prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933;

               (ii)  To reflect in the  prospectus  any facts or events  arising
                     after the effective date of the registration  statement (or
                     the most recent  post-effective  amendment  thereof) which,
                     individually  or in the aggregate,  represent a fundamental
                     change in the  information  set  forth in the  registration
                     statement;

               (iii) To include any  material  information  with  respect to the
                     plan  of  distribution  not  previously  disclosed  in  the
                     registration  statement  or any  material  change  to  such
                     information in the registration statement;

provided,  however,  that  paragraphs  (i) and (ii)  above will not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
<PAGE>

B.  Subsequent Documents Incorporated by Reference.

          The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C.  Claims for Indemnification.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant  of  expenses  incurred  or  paid by a  director,  officer  or  other
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>



                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Golden Valley,  State of Minnesota on the 29th day of
March, 1999.

Graco Inc.



By:  /s/ Robert M. Mattison
     Robert M. Mattison
     Vice President, General Counsel
        and Secretary

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.



/s/ James A. Earnshaw            President and Chief Executive Officer
James A. Earnshaw                (Principal Executive Officer)


/s/ Mark W. Sheahan              Vice President and Treasurer
Mark W. Sheahan                  (Principal Financial Officer)


/s/ James A. Graner              Vice President and Controller
James A. Graner                  (Principal Accounting  Officer)

David A. Koch                    Director, Chairman of the Board
George Aristides                 Director, Vice Chairman
James A. Earnshaw                Director, President and Chief Executive Officer
Ronald O. Baukol                 Director
Richard D. McFarland             Director
Lee R. Mitau                     Director
Martha A.M. Morfitt              Director
Dale R. Olseth                   Director
Jerald L. Scott                  Director
William G. Van Dyke              Director

James A. Earnshaw, by signing his name hereto, does hereby sign this document on
behalf  of  himself  and each of the above  named  directors  of the  Registrant
pursuant  to powers of attorney  duly  executed  by such  persons  (set forth in
Exhibit 24.1 to this Registration Statement).



/s/ James A. Earnshaw
James A. Earnshaw
(For himself and as attorney-in-fact)

Dated: March 29, 1999

<PAGE>




                                 EXHIBIT INDEX


Exhibit                                                                 Page
4.1    Restated Articles of Incorporation of Graco Inc.,
       as amended December 12, 1997 (incorporated by reference
       to Exhibit 3.1 to the Company's Annual Report on Form 10-K
       for the fiscal year ended December 26, 1997)

5.1    Opinion of Robert M. Mattison regarding legality                    6
23.1   Consent of Deloitte & Touche LLP, independent auditors              7
23.2   Consent of Robert M. Mattison (included in Exhibit 5.1)             6
24.1   Power of Attorney                                                   8

<PAGE>



Exhibit 5.1




March 22, 1999








Graco Inc.
4050 Olson Memorial Highway
Golden Valley, Minnesota  55422-5332

To Whom it May Concern:

I am a member of the bar of the State of Minnesota and Vice  President,  General
Counsel and  Secretary of Graco Inc. (the  "Company").  Reference is made to the
Registration  Statement  on Form S-8 that the  Company  intends to file with the
Securities  and Exchange  Commission  pursuant to the Securities Act of 1933, as
amended, for the purpose of registering  1,000,000 shares of Common Stock, $1.00
par value, of the Company,  to be issued to employees of the Company who are not
officers of the Company pursuant to the Graco Inc. Employee Stock Incentive Plan
(the "Plan"). I have examined such documents and have reviewed such questions of
law as I have  considered  necessary  and  appropriate  for the purposes of this
opinion.  I am of the opinion  that the shares of Common Stock to be issued upon
exercise of stock options granted  pursuant to the Plan, will be legally issued,
fully paid and nonassessable,  provided (i) the value received by the Company is
at least  equal to the par  value of the  shares  of  Common  Stock and (ii) the
Registration  Statement shall have become  effective under the Securities Act of
1933, as amended.

I  consent  to  the  use of  this  opinion  as an  exhibit  to the  Registration
Statement.

Very truly yours,



/s/ Robert M. Mattison
Robert M. Mattison
Vice President, General Counsel
     and Secretary

<PAGE>



Exhibit 23.1




INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Graco Inc. on Form S-8 of our report dated  January 18,  1999,  appearing in the
Annual Report on Form 10-K of Graco Inc. for the year ended December 25, 1998.



/s/Deloitte & Touche LLP
Deloitte & Touche LLP
Minneapolis, Minnesota
March 29, 1999


<PAGE>




Exhibit 24.1

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below hereby  constitutes and appoints James A. Earnshaw his or her true
and lawful  attorney-in-fact  and agent  with full  powers of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all capacities,  to execute a Registration Statement on Form S-8 to be filed
under the Securities  Act of 1933 for the  registration  of 1,000,000  shares of
Common Stock of Graco Inc. under the Graco Inc.  Employee  Stock  Incentive Plan
and any and all post-effective amendments thereto, and to file such registration
statement,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent,  full power and  authority to do and perform to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said  attorney-in-fact  and agent,  or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Dated: March 22, 1999


/s/ George Aristides
George Aristides

/s/ Ronald O. Baukol
Ronald O. Baukol

/s/ David A. Koch
David A. Koch

/s/ Richard D. McFarland
Richard D. McFarland

/s/ Lee R. Mitau
Lee R. Mitau

/s/ Martha A.M. Morfitt
Martha A.M. Morfitt

/s/ Dale R. Olseth
Dale R. Olseth

/s/ Jerald L. Scott
Jerald L. Scott

/s/ William G. Van Dyke
William G. Van Dyke
[{"type": "S-8", "sequence": "1", "description": "REG STAT FOR EMPLOYEE STOCK INCENTIVE PLAN", "secsgml_size_bytes": 16750}]
{"company-data": {"conformed-name": "GRACO INC", "cik": "0000042888", "assigned-sic": "3561", "irs-number": "410285640", "state-of-incorporation": "MN", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75307", "film-number": "99580404"}, "business-address": {"street1": "4050 OLSON MEMORIAL HIGHWAY", "city": "GOLDEN VALLEY", "state": "MN", "zip": "55422-5332", "phone": "6126236000"}, "mail-address": {"street1": "C/O CT CORPORATION SYSTEMS INC", "street2": "405 SECOND AVENUE SOUTH", "city": "MINNEAPOLIS", "state": "MN", "zip": "55401"}}
As filed with the Securities and  
Exchange Commission on March 30, 1999                        Registration No.___

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                        --------------------------------

                                   Graco Inc.
             (Exact name of registrant as specified in its charter)

Minnesota                                                             41-0285640
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                           4050 Olson Memorial Highway
                       Golden Valley, Minnesota 55422-5332
               (Address of principal executive offices) (Zip Code)

                                   Graco Inc.
                          Employee Stock Incentive Plan
                            (Full title of the plan)

                           CT Corporation System Inc.
                             405 Second Avenue South
                          Minneapolis, Minnesota 55401
                     (Name and address of agent for service)

                                 (612) 333-4315
          (Telephone number, including area code, of agent for service)
                       ----------------------------------

                         CALCULATION OF REGISTRATION FEE
Proposed      Proposed
Title of                               maximum       maximum
Title of            Amount             offering      aggregate     Amount of
securities          to be              price per     offering      registration
being registered    registered         share
price
fee
----------------    ----------         ---------     -----------   ------------
Common Stock
($1.00 par value)   1,000,000 shares    $20.375      $20,375,000    $5,664.25
                                       ---------     -----------    ---------
(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule  457(c),  based upon the  average of the high and low
     prices of the Common  Stock as reported  on the New York Stock  Exchange on
     March 25, 1999.
PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following  documents,  which  have  been  filed  by  Graco  Inc.  (the
"Company")  with the Securities and Exchange  Commission,  are  incorporated  by
reference in this Registration Statement, as of their respective dates:

          (a) the Company's Annual Report on Form 10-K for the fiscal year ended
     December 25, 1998;

          (b) the description of the Company's Common Stock, par value $1.00 per
     share,  contained in any  registration  statement or report filed under the
     Securities  Exchange Act of 1934,  including  any amendment or report filed
     for the purpose of updating such description.

     All documents the Company has filed  pursuant to Sections 13(a) or 15(d) of
the Securities  Exchange Act of 1934, as amended,  subsequent to the date hereof
and  prior to the  filing of a  post-effective  amendment  to this  Registration
Statement which  indicates that all securities  offered hereby have been sold or
which  deregisters  all  securities  remaining  unsold,  shall be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the  respective
dates of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the Shares being registered hereby has been passed upon for
the Company by Robert M. Mattison, Vice President, General Counsel and Secretary
of Graco  Inc.,  Minneapolis,  Minnesota.  Mr.  Mattison  is an  officer  of the
Company.

Item 6.  Indemnification of Directors and Officers.

     Section 302A.521 of the Minnesota  Statutes  requires,  among other things,
the  indemnification  of  persons  made or  threatened  to be made a party  to a
proceeding by reason of acts or omissions  performed in their official  capacity
as an officer, director, employee or agent of the corporation against judgments,
penalties and fines (including  attorneys' fees) if such person is not otherwise
indemnified,  acted in good faith,  received no improper benefit,  believed that
such conduct was in the best interests of the  corporation,  and, in the case of
criminal  proceedings,  had no reason to believe the conduct  was  unlawful.  In
addition,  Section 302A.521, subd. 3, requires payment by the corporation,  upon
written  request,  of  reasonable  expenses in advance of final  disposition  in
certain  instances.  A  decision  as to  required  indemnification  is made by a
disinterested majority of the Board of Directors present at a meeting at which a
disinterested  quorum is present, or by a designated  committee of the Board, by
special legal  counsel,  by the  shareholders  or by a court.  The bylaws of the
Company  provide  that  the  Company  shall  indemnify  such  person,  for  such
liabilities,  in such manner,  under such  circumstances,  and to such extent as
permitted  by Section  302A.521,  as now  enacted  or  hereafter  amended.  This
indemnification  may include  indemnification  for liabilities arising under the
Securities Act of 1933.
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

          4.1  Restated  Articles of  Incorporation  of Graco  Inc.,  as amended
               December  12, 1997  (incorporated by reference to  Exhibit 3.1 to
               the Company's  Annual  Report on Form  10-K for the  fiscal  year
               ended December 26, 1997)
          5.1  Opinion of  Robert M. Mattison,  Vice President,  General Counsel
               and Secretary of Graco Inc., regarding legality
          23.1 Consent of Deloitte & Touche LLP, independent auditors
          23.2 Consent  of  Robert M. Mattison,  Vice President, General Counsel
               and Secretary of Graco Inc. (included in Exhibit 5.1 above)
          24.1 Power of Attorney

Item 9.  Undertakings.

A.  Post-Effective Amendments.

          The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement:
               (i)   To  include any  prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933;

               (ii)  To reflect in the  prospectus  any facts or events  arising
                     after the effective date of the registration  statement (or
                     the most recent  post-effective  amendment  thereof) which,
                     individually  or in the aggregate,  represent a fundamental
                     change in the  information  set  forth in the  registration
                     statement;

               (iii) To include any  material  information  with  respect to the
                     plan  of  distribution  not  previously  disclosed  in  the
                     registration  statement  or any  material  change  to  such
                     information in the registration statement;

provided,  however,  that  paragraphs  (i) and (ii)  above will not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B.  Subsequent Documents Incorporated by Reference.

          The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C.  Claims for Indemnification.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant  of  expenses  incurred  or  paid by a  director,  officer  or  other
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Golden Valley,  State of Minnesota on the 29th day of
March, 1999.

Graco Inc.

By:  /s/ Robert M. Mattison
     Robert M. Mattison
     Vice President, General Counsel
        and Secretary

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

/s/ James A. Earnshaw            President and Chief Executive Officer
James A. Earnshaw                (Principal Executive Officer)

/s/ Mark W. Sheahan              Vice President and Treasurer
Mark W. Sheahan                  (Principal Financial Officer)

/s/ James A. Graner              Vice President and Controller
James A. Graner                  (Principal Accounting  Officer)

David A. Koch                    Director, Chairman of the Board
George Aristides                 Director, Vice Chairman
James A. Earnshaw                Director, President and Chief Executive Officer
Ronald O. Baukol                 Director
Richard D. McFarland             Director
Lee R. Mitau                     Director
Martha A.M. Morfitt              Director
Dale R. Olseth                   Director
Jerald L. Scott                  Director
William G. Van Dyke              Director

James A. Earnshaw, by signing his name hereto, does hereby sign this document on
behalf  of  himself  and each of the above  named  directors  of the  Registrant
pursuant  to powers of attorney  duly  executed  by such  persons  (set forth in
Exhibit 24.1 to this Registration Statement).

/s/ James A. Earnshaw
James A. Earnshaw
(For himself and as attorney-in-fact)

Dated: March 29, 1999
EXHIBIT INDEX

Exhibit                                                                 Page
4.1    Restated Articles of Incorporation of Graco Inc.,
       as amended December 12, 1997 (incorporated by reference
       to Exhibit 3.1 to the Company's Annual Report on Form 10-K
       for the fiscal year ended December 26, 1997)

5.1    Opinion of Robert M. Mattison regarding legality                    6
23.1   Consent of Deloitte & Touche LLP, independent auditors              7
23.2   Consent of Robert M. Mattison (included in Exhibit 5.1)             6
24.1   Power of Attorney                                                   8
Exhibit 5.1

March 22, 1999

Graco Inc.
4050 Olson Memorial Highway
Golden Valley, Minnesota  55422-5332

To Whom it May Concern:

I am a member of the bar of the State of Minnesota and Vice  President,  General
Counsel and  Secretary of Graco Inc. (the  "Company").  Reference is made to the
Registration  Statement  on Form S-8 that the  Company  intends to file with the
Securities  and Exchange  Commission  pursuant to the Securities Act of 1933, as
amended, for the purpose of registering  1,000,000 shares of Common Stock, $1.00
par value, of the Company,  to be issued to employees of the Company who are not
officers of the Company pursuant to the Graco Inc. Employee Stock Incentive Plan
(the "Plan"). I have examined such documents and have reviewed such questions of
law as I have  considered  necessary  and  appropriate  for the purposes of this
opinion.  I am of the opinion  that the shares of Common Stock to be issued upon
exercise of stock options granted  pursuant to the Plan, will be legally issued,
fully paid and nonassessable,  provided (i) the value received by the Company is
at least  equal to the par  value of the  shares  of  Common  Stock and (ii) the
Registration  Statement shall have become  effective under the Securities Act of
1933, as amended.

I  consent  to  the  use of  this  opinion  as an  exhibit  to the  Registration
Statement.

Very truly yours,

/s/ Robert M. Mattison
Robert M. Mattison
Vice President, General Counsel
     and Secretary
Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Graco Inc. on Form S-8 of our report dated  January 18,  1999,  appearing in the
Annual Report on Form 10-K of Graco Inc. for the year ended December 25, 1998.

/s/Deloitte & Touche LLP
Deloitte & Touche LLP
Minneapolis, Minnesota
March 29, 1999
Exhibit 24.1

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below hereby  constitutes and appoints James A. Earnshaw his or her true
and lawful  attorney-in-fact  and agent  with full  powers of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all capacities,  to execute a Registration Statement on Form S-8 to be filed
under the Securities  Act of 1933 for the  registration  of 1,000,000  shares of
Common Stock of Graco Inc. under the Graco Inc.  Employee  Stock  Incentive Plan
and any and all post-effective amendments thereto, and to file such registration
statement,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent,  full power and  authority to do and perform to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said  attorney-in-fact  and agent,  or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Dated: March 22, 1999

/s/ George Aristides
George Aristides

/s/ Ronald O. Baukol
Ronald O. Baukol

/s/ David A. Koch
David A. Koch

/s/ Richard D. McFarland
Richard D. McFarland

/s/ Lee R. Mitau
Lee R. Mitau

/s/ Martha A.M. Morfitt
Martha A.M. Morfitt

/s/ Dale R. Olseth
Dale R. Olseth

/s/ Jerald L. Scott
Jerald L. Scott

/s/ William G. Van Dyke
William G. Van Dyke