As filed with the Securities and
Exchange Commission on June 14, 2001                  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)

                               88-11th Avenue N.E.
                        Minneapolis, Minnesota 55413-1894
               (Address of principal executive offices) (Zip Code)

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

                               Robert M. Mattison
                       V. P., General Counsel & Secretary
                               88-11th Avenue N.E.
                        Minneapolis, Minnesota 55413-1894
                     (Name and address of agent for service)

                                 (612) 623-6664
          (Telephone number, including area code, of agent for service)
                       ----------------------------------



                         CALCULATION OF REGISTRATION FEE


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

Common Stock
($1.00 par value)   1,500,000 shares  $31.315       $46,972,500     $11,743.13
                                      -------       -----------     ----------

(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule  457(c)and 457 (h)(1),  based upon the average of the
     high and low prices of the Common  Stock as  reported on the New York Stock
     Exchange on June 12, 2001.
                 -------------

<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 29, 2000;

          (b) the  Company's  Report on Form 10-Q for the thirteen  weeks ending
     March 30, 2001 and the  Company's  Report on Form  10-Q/A for the  thirteen
     weeks ending March 30, 2001; 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 filed by the Company pursuant  to Sections 13(a),  13(c),
14 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.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 302A.521 of the Minnesota Statutes requires,  except as limited
in the Articles of Incorporation or  Bylaws of the Company,  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
officers  and  directors,  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  indemnifica-
tion  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 8, 2000 (incorporated by reference to Exhibit 3.1 to the
               Company's  Annual  Report on Form 10-K for the fiscal  year ended
               December 29, 2000)
          4.2  Rights  Agreement  dated as of  February  25,  2000,  between the
               Company and Norwest  Bank  Minnesota,  National  Association,  as
               Rights Agent,  including as Exhibit A the form of the Certificate
               of  Designation,   Preferences  and  Rights  of  Series A  Junior
               Participating  Preferred  Shares.  (Incorporated  by reference to
               Exhibit 4 to the Company's  Report on Form 8-K dated February 25,
               2000)
          4.3  Credit Agreement dated July 2, 1998, between the Company and U.S.
               Bank  National  Association,   as  Agent  for  a  combination  of
               banks. (Incorporated by reference  to Exhibit 4 to the  Company's
               Report on Form 10-Q for the thirty-nine weeks ended September 25,
               1998)
          4.4  Amendment  dated August 31, 1999 to Credit  Agreement  dated June
               26,  1998   between  the  Company   and   Wachovia   Bank,   N.A.
               (Incorporated  by reference to Exhibit 4 to the Company's  Report
               on Form 10-Q for the thirty-nine weeks ended September 24, 1999)
          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.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which is registered)  and deviation from the low or high end
                    of the estimated  maximum offering range may be reflected in
                    the form of prospectus filed with the Commission pursuant to
                    Rule 424(b) if, in the aggregate,  the changes in volume and
                    price  represent  no more than a 20%  change in the  maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   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.

<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  Minneapolis,  State of Minnesota on the 15th day of
June, 2001.

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          Chief Executive Officer
George Aristides              (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 Emeritus
George Aristides              Director, Chairman of the Board and Chief
                                 Executive Officer
Ronald O. Baukol              Director
Robert G. Bohn                Director
William J. Carroll            Director
Kevin J. Gilligan             Director
Lee R. Mitau                  Director
James H. Moar                 Director
Martha A.M. Morfitt           Director
Mark Rauenhorst               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: June 15, 2001
       -------



<PAGE>




                                 EXHIBIT INDEX


Exhibit                                                                     Page
 4.1    Restated Articles of Incorporation of Graco Inc.,
        as amended December 8, 2000 (incorporated by reference
        to Exhibit 3.1 to the Company's Annual Report on
        Form 10-K for the fiscal year ended December 29, 2000)
 4.2    Rights  Agreement  dated as of  February  25,  2000,
        between the Company and Norwest Bank Minnesota, National
        Association, as Rights Agent, including as Exhibit A the
        form of the Certificate of Designation, Preferences and
        Rights of Series A Junior Participating Preferred Shares.
        (Incorporated by reference to Exhibit 4 to the Company's
        Report on Form 8-K dated February 25, 2000)
 4.3    Credit Agreement dated July 2, 1998, between the Company
        and U.S. Bank National Association, as Agent for a
        combination of banks. (Incorporated by reference to Exhibit
        4 to the Company's Report on Form 10-Q for the thirty-nine
        weeks ended September 25, 1998)
 4.4    Amendment dated August 31, 1999 to Credit  Agreement dated
        June 26, 1998 between the Company and Wachovia Bank, N.A.
        (Incorporated by reference to Exhibit 4 to the Company's
        Report on Form 10-Q for the thirty-nine weeks ended
        September 24, 1999)
 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




June 8, 2001




Graco Inc.
88-11th Avenue N.E.
Minneapolis, Minnesota  55413-1894

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  1,500,000 shares of Common Stock, $1.00
par value, of the Company, to be issued to employees,  officers and non-employee
directors of the Company  pursuant to the Graco Inc.  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 22,  2001,  appearing in the
Annual Report on Form 10-K of Graco Inc. for the year ended December 29, 2000.



/s/Deloitte & Toucke LLP
Deloitte & Touche LLP
Minneapolis, Minnesota
June 15, 2001



<PAGE>



Exhibit 24.1
                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below hereby  constitutes  and  appoints  George  Aristides  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 1,500,000  shares of
Common Stock of Graco Inc. under the Graco Inc. 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.

In witness  whereof,  this Power of Attorney  has been  signed by the  following
persons on the date indicated.

                                                Date
                                                ------------------

         /S/ GEORGE ARISTIDES                   June 15, 2001
         ------------------------               ------------------
         G. Aristides

         /S/ RONALD O. BAUKOL                   June 15, 2001
         ------------------------               ------------------
         R. O. Baukol

         /S/ ROBERT G. BOHN                     June 15, 2001
         ------------------------               ------------------
         R. G. Bohn

         /S/ WILLIAM J. CARROLL                 June 15, 2001
         ------------------------               ------------------
         W. J. Carroll

         /S/ J. KEVIN GILLIGAN                  June 15, 2001
         ------------------------               ------------------
         J. K. Gilligan

         /S/ DAVID A. KOCH                      June 15, 2001
         ------------------------               ------------------
         D. A. Koch

         /S/ LEE R. MITAU                       June 15, 2001
         ------------------------               ------------------
         L. R. Mitau

         /S/ JAMES H. MOAR                      June 15, 2001
         ------------------------               ------------------
         J. H. Moar

         /S/ MARTHA A.M. MORFITT                June 15, 2001
         ------------------------               ------------------
         M. A.M. Morfitt

         /S/ MARK H. RAUNEHORST                 June 15, 2001
         ------------------------               ------------------
         M. H. Rauenhorst

         /S/ WILLIAM G. VAN DYKE                June 15, 2001
         ------------------------               ------------------
         W. G. Van Dyke
[{"type": "S-8", "sequence": "1", "filename": "body601s8.txt", "description": "REG STAT FOR THE GRACO INC. STOCK INCENTIVE PLAN", "secsgml_size_bytes": 21248}]
{"company-data": {"conformed-name": "GRACO INC", "cik": "0000042888", "assigned-sic": "3561", "irs-number": "410285640", "state-of-incorporation": "MN", "fiscal-year-end": "1225"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63128", "film-number": "1661652"}, "business-address": {"street1": "88 11TH AVENUE NE", "city": "MINNEAPOLIS", "state": "MN", "zip": "55413-1894", "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 June 14, 2001                  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)

                               88-11th Avenue N.E.
                        Minneapolis, Minnesota 55413-1894
               (Address of principal executive offices) (Zip Code)

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

                               Robert M. Mattison
                       V. P., General Counsel & Secretary
                               88-11th Avenue N.E.
                        Minneapolis, Minnesota 55413-1894
                     (Name and address of agent for service)

                                 (612) 623-6664
          (Telephone number, including area code, of agent for service)
                       ----------------------------------

                         CALCULATION OF REGISTRATION FEE

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

Common Stock
($1.00 par value)   1,500,000 shares  $31.315       $46,972,500     $11,743.13
                                      -------       -----------     ----------

(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule  457(c)and 457 (h)(1),  based upon the average of the
     high and low prices of the Common  Stock as  reported on the New York Stock
     Exchange on June 12, 2001.
                 -------------
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 29, 2000;

          (b) the  Company's  Report on Form 10-Q for the thirteen  weeks ending
     March 30, 2001 and the  Company's  Report on Form  10-Q/A for the  thirteen
     weeks ending March 30, 2001; 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 filed by the Company pursuant  to Sections 13(a),  13(c),
14 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.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 302A.521 of the Minnesota Statutes requires,  except as limited
in the Articles of Incorporation or  Bylaws of the Company,  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
officers  and  directors,  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  indemnifica-
tion  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 8, 2000 (incorporated by reference to Exhibit 3.1 to the
               Company's  Annual  Report on Form 10-K for the fiscal  year ended
               December 29, 2000)
          4.2  Rights  Agreement  dated as of  February  25,  2000,  between the
               Company and Norwest  Bank  Minnesota,  National  Association,  as
               Rights Agent,  including as Exhibit A the form of the Certificate
               of  Designation,   Preferences  and  Rights  of  Series A  Junior
               Participating  Preferred  Shares.  (Incorporated  by reference to
               Exhibit 4 to the Company's  Report on Form 8-K dated February 25,
               2000)
          4.3  Credit Agreement dated July 2, 1998, between the Company and U.S.
               Bank  National  Association,   as  Agent  for  a  combination  of
               banks. (Incorporated by reference  to Exhibit 4 to the  Company's
               Report on Form 10-Q for the thirty-nine weeks ended September 25,
               1998)
          4.4  Amendment  dated August 31, 1999 to Credit  Agreement  dated June
               26,  1998   between  the  Company   and   Wachovia   Bank,   N.A.
               (Incorporated  by reference to Exhibit 4 to the Company's  Report
               on Form 10-Q for the thirty-nine weeks ended September 24, 1999)
          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.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which is registered)  and deviation from the low or high end
                    of the estimated  maximum offering range may be reflected in
                    the form of prospectus filed with the Commission pursuant to
                    Rule 424(b) if, in the aggregate,  the changes in volume and
                    price  represent  no more than a 20%  change in the  maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   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  Minneapolis,  State of Minnesota on the 15th day of
June, 2001.

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          Chief Executive Officer
George Aristides              (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 Emeritus
George Aristides              Director, Chairman of the Board and Chief
                                 Executive Officer
Ronald O. Baukol              Director
Robert G. Bohn                Director
William J. Carroll            Director
Kevin J. Gilligan             Director
Lee R. Mitau                  Director
James H. Moar                 Director
Martha A.M. Morfitt           Director
Mark Rauenhorst               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: June 15, 2001
       -------
EXHIBIT INDEX

Exhibit                                                                     Page
 4.1    Restated Articles of Incorporation of Graco Inc.,
        as amended December 8, 2000 (incorporated by reference
        to Exhibit 3.1 to the Company's Annual Report on
        Form 10-K for the fiscal year ended December 29, 2000)
 4.2    Rights  Agreement  dated as of  February  25,  2000,
        between the Company and Norwest Bank Minnesota, National
        Association, as Rights Agent, including as Exhibit A the
        form of the Certificate of Designation, Preferences and
        Rights of Series A Junior Participating Preferred Shares.
        (Incorporated by reference to Exhibit 4 to the Company's
        Report on Form 8-K dated February 25, 2000)
 4.3    Credit Agreement dated July 2, 1998, between the Company
        and U.S. Bank National Association, as Agent for a
        combination of banks. (Incorporated by reference to Exhibit
        4 to the Company's Report on Form 10-Q for the thirty-nine
        weeks ended September 25, 1998)
 4.4    Amendment dated August 31, 1999 to Credit  Agreement dated
        June 26, 1998 between the Company and Wachovia Bank, N.A.
        (Incorporated by reference to Exhibit 4 to the Company's
        Report on Form 10-Q for the thirty-nine weeks ended
        September 24, 1999)
 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

June 8, 2001

Graco Inc.
88-11th Avenue N.E.
Minneapolis, Minnesota  55413-1894

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  1,500,000 shares of Common Stock, $1.00
par value, of the Company, to be issued to employees,  officers and non-employee
directors of the Company  pursuant to the Graco Inc.  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 22,  2001,  appearing in the
Annual Report on Form 10-K of Graco Inc. for the year ended December 29, 2000.

/s/Deloitte & Toucke LLP
Deloitte & Touche LLP
Minneapolis, Minnesota
June 15, 2001
Exhibit 24.1
                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below hereby  constitutes  and  appoints  George  Aristides  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 1,500,000  shares of
Common Stock of Graco Inc. under the Graco Inc. 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.

In witness  whereof,  this Power of Attorney  has been  signed by the  following
persons on the date indicated.

                                                Date
                                                ------------------

         /S/ GEORGE ARISTIDES                   June 15, 2001
         ------------------------               ------------------
         G. Aristides

         /S/ RONALD O. BAUKOL                   June 15, 2001
         ------------------------               ------------------
         R. O. Baukol

         /S/ ROBERT G. BOHN                     June 15, 2001
         ------------------------               ------------------
         R. G. Bohn

         /S/ WILLIAM J. CARROLL                 June 15, 2001
         ------------------------               ------------------
         W. J. Carroll

         /S/ J. KEVIN GILLIGAN                  June 15, 2001
         ------------------------               ------------------
         J. K. Gilligan

         /S/ DAVID A. KOCH                      June 15, 2001
         ------------------------               ------------------
         D. A. Koch

         /S/ LEE R. MITAU                       June 15, 2001
         ------------------------               ------------------
         L. R. Mitau

         /S/ JAMES H. MOAR                      June 15, 2001
         ------------------------               ------------------
         J. H. Moar

         /S/ MARTHA A.M. MORFITT                June 15, 2001
         ------------------------               ------------------
         M. A.M. Morfitt

         /S/ MARK H. RAUNEHORST                 June 15, 2001
         ------------------------               ------------------
         M. H. Rauenhorst

         /S/ WILLIAM G. VAN DYKE                June 15, 2001
         ------------------------               ------------------
         W. G. Van Dyke