As filed with the Securities and
Exchange Commission on May 10, 1996           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 Option 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
($1.00 par value)   200,000 shares   $18.00        $3,600,000    $1,241.38


(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
     May 8, 1996.

<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, 1995;
          
          (b)  no other reports have been filed pursuant to Section 13(a) or
     15(d) of the Exchange Act since the end of the fiscal year;
          
          (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 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.

                                       -1-
<PAGE>

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 Form 10-K for the fiscal year ended
               December 29, 1995)

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

          23.1 Consent of Deloitte & Touche LLP, independent auditors

          23.2 Consent of Robert M. Mattison, Vice President, General Counsel 
               and Secretary of Graco Inc. (included in Exhibit 5.1 above)

          24.1 Power of Attorney

Item 9.  Undertakings.

A.  Post-Effective Amendments.

          The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)   To include any prospectus required by Section 10(a)(3) 
                     of the Securities Act of 1933;

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

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

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

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

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

                                    -2-
<PAGE>

B.  Subsequent Documents Incorporated by Reference.

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

C.  Claims for Indemnification.

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

                                     -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 10th day of May, 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
Joe R. Lee                         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: May 10, 1996

                                      -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 29, 1995)

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

                                    -5-
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REG STAT FOR NONEMPLOYEE DIR STOCK OPTION PLN", "secsgml_size_bytes": 13339}]
{"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": "333-03459", "film-number": "96559351"}, "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 May 10, 1996           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 Option 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
($1.00 par value)   200,000 shares   $18.00        $3,600,000    $1,241.38

(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
     May 8, 1996.
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, 1995;
          
          (b)  no other reports have been filed pursuant to Section 13(a) or
     15(d) of the Exchange Act since the end of the fiscal year;
          
          (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 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.

                                       -1-
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 Form 10-K for the fiscal year ended
               December 29, 1995)

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

          23.1 Consent of Deloitte & Touche LLP, independent auditors

          23.2 Consent of Robert M. Mattison, Vice President, General Counsel 
               and Secretary of Graco Inc. (included in Exhibit 5.1 above)

          24.1 Power of Attorney

Item 9.  Undertakings.

A.  Post-Effective Amendments.

          The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i)   To include any prospectus required by Section 10(a)(3) 
                     of the Securities Act of 1933;

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

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

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

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

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

                                    -2-
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 10th day of May, 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
Joe R. Lee                         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: May 10, 1996

                                      -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 29, 1995)

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

                                    -5-