As filed with the Securities and
Exchange Commission on December 13, 1996        Registration No. 333-_________



                       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 Employee Stock Purchase 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
securities          Amount           offering       aggregate      Amount of
to be               to be            price per      offering       registration
registered          Registered       share(1)       price(1)       fee

--------------------------------------------------------------------------------

Common Stock        750,000
($1.00 par value)   shares          $24.625         $18,468,750    $5,596.59

================================================================================

(1)   The  registration  fee has been calculated 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 December 9, 1996.



INCORPORATION BY REFERENCE

Pursuant to General Instruction E to Form S-8, this Registration Statement
incorporates by reference the registrant's Registration Statements on Form
S-8 (File Nos. 33-2661, including post effective amendments thereto, and
33-44821).  Registration Statement (File No. 33-44821) increased the total
number of shares registered for issuance under the Graco Employee Stock
Purchase Plan

AMENDMENT TO INCREASE SHARES

On May 7, 1996,  the  stockholders  of  registrant  approved an amendment to the
Graco Employee Stock Purchase Plan to increase the aggregate number of shares of
Graco  common  stock  authorized  for sale  under  the plan  from  3,150,000  to
3,900,000.
                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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 8.  Exhibits.

            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.

                                      -1-

            (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.

                                      -2-

                                   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 13th day of
December, 1996.

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/George Aristides                       President and Chief Executive Officer
George Aristides                          (Principal Executive Officer)



/s/David M. Lowe                          Treasurer
David M. Lowe                             (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, President and Chief
                                            Executive Officer
Ronald O. Baukol                          Director
Richard D. McFarland                      Director
Lee R. Mitau                              Director
Martha A.M. Morfitt                       Director
Charles M. Osborne                        Director
Dale R. Olseth                            Director
William G. Van Dyke                       Director

George Aristides,  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/George Aristides
George Aristides
(For himself and as attorney-in-fact)

Dated: December 13, 1996

                                      -3-


                                  EXHIBIT INDEX


Exhibit                                                                   Page


5.1       Opinion of Robert M. Mattison regarding legality                   5

23.1      Consent of Deloitte & Touche LLP, independent auditors             6

23.2      Consent of Robert M. Mattison (included in Exhibit 5.1)            5

24.1      Power of Attorney                                                  7

                                      -4-
[{"type": "S-8", "sequence": "1", "description": "REG STAT FOR GRACO EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 11012}]
{"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": "333-17787", "film-number": "96680231"}, "business-address": {"street1": "PO BOX 1441", "city": "MINNEAPOLIS", "state": "MN", "zip": "55440-1441", "phone": "6126236000"}, "mail-address": {"street1": "P O BOX 1441", "street2": "P O BOX 1441", "city": "MINNEAPOLIS", "state": "MN", "zip": "55440-1441"}}
As filed with the Securities and
Exchange Commission on December 13, 1996        Registration No. 333-_________

                       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 Employee Stock Purchase 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
securities          Amount           offering       aggregate      Amount of
to be               to be            price per      offering       registration
registered          Registered       share(1)       price(1)       fee

--------------------------------------------------------------------------------

Common Stock        750,000
($1.00 par value)   shares          $24.625         $18,468,750    $5,596.59

================================================================================

(1)   The  registration  fee has been calculated 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 December 9, 1996.

INCORPORATION BY REFERENCE

Pursuant to General Instruction E to Form S-8, this Registration Statement
incorporates by reference the registrant's Registration Statements on Form
S-8 (File Nos. 33-2661, including post effective amendments thereto, and
33-44821).  Registration Statement (File No. 33-44821) increased the total
number of shares registered for issuance under the Graco Employee Stock
Purchase Plan

AMENDMENT TO INCREASE SHARES

On May 7, 1996,  the  stockholders  of  registrant  approved an amendment to the
Graco Employee Stock Purchase Plan to increase the aggregate number of shares of
Graco  common  stock  authorized  for sale  under  the plan  from  3,150,000  to
3,900,000.
                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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 8.  Exhibits.

            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.

                                      -1-

            (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.

                                      -2-

                                   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 13th day of
December, 1996.

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/George Aristides                       President and Chief Executive Officer
George Aristides                          (Principal Executive Officer)

/s/David M. Lowe                          Treasurer
David M. Lowe                             (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, President and Chief
                                            Executive Officer
Ronald O. Baukol                          Director
Richard D. McFarland                      Director
Lee R. Mitau                              Director
Martha A.M. Morfitt                       Director
Charles M. Osborne                        Director
Dale R. Olseth                            Director
William G. Van Dyke                       Director

George Aristides,  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/George Aristides
George Aristides
(For himself and as attorney-in-fact)

Dated: December 13, 1996

                                      -3-

                                  EXHIBIT INDEX

Exhibit                                                                   Page

5.1       Opinion of Robert M. Mattison regarding legality                   5

23.1      Consent of Deloitte & Touche LLP, independent auditors             6

23.2      Consent of Robert M. Mattison (included in Exhibit 5.1)            5

24.1      Power of Attorney                                                  7

                                      -4-