As filed with the Securities and Exchange Commission on June 20, 1994
                                                          Registration No. 33-


                      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.
                        Nonemployee Director Stock Plan
                           (Full title of the plan)
                                       
                           Robert M. Mattison, Esq.
                                Vice President
                                  Graco Inc.
                          4050 Olson Memorial Highway
                        Golden Valley, Minnesota 55422
                    (Name and address of agent for service)
                                       
                                (612) 623-6000
         (Telephone number, including area code, of agent for service)
                                       
                                       
                                   Copy to:
                               J. Andrew Herring
                               Dorsey & Whitney
                            220 South Sixth Street
                         Minneapolis, Minnesota 55402
                                       
                        CALCULATION OF REGISTRATION FEE

                                   Proposed         Proposed
  Title of                          maximum          maximum
securities         Amount to       offering        aggregate         Amount of
     to be                be      price per         offering      registration
registered        Registered       share(1)         price(1)               fee


Common Stock
($1.00
par value)        100,000 shares   $20.4375        $2,043,750          $704.75


(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
      June 13, 1994.

<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 31, 1993;
            
            (b)   the Company's Quarterly Report on Form 10-Q for the fiscal
      quarter ended April 1, 1994; and
            
            (c)   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 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

                                      -1-

<PAGE>

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 8.  Exhibits.

            4.1   Restated Articles of Incorporation of Graco Inc.
                  (incorporated by reference to Exhibit 3.1 to the Company's
                  Annual Report on Form10-K for the fiscal year ended December
                  31, 1993)

            5.1   Opinion of Robert M. Mattison, Vice President, General
                  Counsel and Secretary of Graco Inc., regarding legality

            23.1  Consent of Deloitte & Touche, 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;

                                      -2-
<PAGE>

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.

                                      -3-
<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 20th day of June, 1994.

                                          Graco Inc.


                                          By /s/ Robert M. Mattison
                                            Robert M. Mattison
                                            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/ David A. Koch                         Chairman and Chief Executive Officer
David A. Koch


/s/ Robert A. Wagner                      Vice President and Treasurer
Robert A. Wagner                             (principal financial officer)


/s/ James A. Graner                       Vice President and Controller
James A. Graner                              (principal accounting officer)


David A. Koch
George Aristides
Ronald O. Baukol
John W. Lacey
Joe R. Lee                                     Directors
Lee R. Mitau
Richard D. McFarland
Dale R. Olseth
Gerard C. Planchon
Curtis B. Thompson

David A. Koch, 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/ David A. Koch
David A. Koch
(For himself and as attorney-in-fact)


Dated: June 20, 1994

                                      -4-
<PAGE>
                                 EXHIBIT INDEX


Exhibit                                                               Page

4.1     Restated Articles of Incorporation of Graco Inc.
        (incorporated by reference to Exhibit 3.1 to the
        Company's Annual Report on Form 10-K for the
        fiscal year ended December 31, 1993)

5.1     Opinion of Robert M. Mattison regarding legality                6

23.1    Consent of Deloitte & Touche, independent auditors              7

23.2    Consent of Robert M. Mattison (included in Exhibit 5.1)         6

24.1    Power of Attorney                                               8


                                      -5-
[{"type": "S-8", "sequence": "1", "description": "REG ST ON FORM S-8 FOR NONEMPLOYEE DIR STK PLN", "secsgml_size_bytes": 13453}]
{"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": "033-54205", "film-number": "94534954"}, "business-address": {"street1": "4050 OLSON MEMORIAL HWY", "city": "GOLDEN VALLEY", "state": "MN", "zip": "55422", "phone": "6126236000"}, "mail-address": {"street2": "P O BOX 1441", "city": "MINNEAPOLIS", "state": "MN", "zip": "55440-1441"}}
As filed with the Securities and Exchange Commission on June 20, 1994
                                                          Registration No. 33-

                      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.
                        Nonemployee Director Stock Plan
                           (Full title of the plan)
                                       
                           Robert M. Mattison, Esq.
                                Vice President
                                  Graco Inc.
                          4050 Olson Memorial Highway
                        Golden Valley, Minnesota 55422
                    (Name and address of agent for service)
                                       
                                (612) 623-6000
         (Telephone number, including area code, of agent for service)
                                       
                                       
                                   Copy to:
                               J. Andrew Herring
                               Dorsey & Whitney
                            220 South Sixth Street
                         Minneapolis, Minnesota 55402
                                       
                        CALCULATION OF REGISTRATION FEE

                                   Proposed         Proposed
  Title of                          maximum          maximum
securities         Amount to       offering        aggregate         Amount of
     to be                be      price per         offering      registration
registered        Registered       share(1)         price(1)               fee

Common Stock
($1.00
par value)        100,000 shares   $20.4375        $2,043,750          $704.75

(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
      June 13, 1994.
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 31, 1993;
            
            (b)   the Company's Quarterly Report on Form 10-Q for the fiscal
      quarter ended April 1, 1994; and
            
            (c)   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 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

                                      -1-
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 8.  Exhibits.

            4.1   Restated Articles of Incorporation of Graco Inc.
                  (incorporated by reference to Exhibit 3.1 to the Company's
                  Annual Report on Form10-K for the fiscal year ended December
                  31, 1993)

            5.1   Opinion of Robert M. Mattison, Vice President, General
                  Counsel and Secretary of Graco Inc., regarding legality

            23.1  Consent of Deloitte & Touche, 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;

                                      -2-
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.

                                      -3-
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 20th day of June, 1994.

                                          Graco Inc.

                                          By /s/ Robert M. Mattison
                                            Robert M. Mattison
                                            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/ David A. Koch                         Chairman and Chief Executive Officer
David A. Koch

/s/ Robert A. Wagner                      Vice President and Treasurer
Robert A. Wagner                             (principal financial officer)

/s/ James A. Graner                       Vice President and Controller
James A. Graner                              (principal accounting officer)

David A. Koch
George Aristides
Ronald O. Baukol
John W. Lacey
Joe R. Lee                                     Directors
Lee R. Mitau
Richard D. McFarland
Dale R. Olseth
Gerard C. Planchon
Curtis B. Thompson

David A. Koch, 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/ David A. Koch
David A. Koch
(For himself and as attorney-in-fact)

Dated: June 20, 1994

                                      -4-
EXHIBIT INDEX

Exhibit                                                               Page

4.1     Restated Articles of Incorporation of Graco Inc.
        (incorporated by reference to Exhibit 3.1 to the
        Company's Annual Report on Form 10-K for the
        fiscal year ended December 31, 1993)

5.1     Opinion of Robert M. Mattison regarding legality                6

23.1    Consent of Deloitte & Touche, independent auditors              7

23.2    Consent of Robert M. Mattison (included in Exhibit 5.1)         6

24.1    Power of Attorney                                               8

                                      -5-