- Amended Statement of Beneficial Ownership (3/A)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Zumbolo Brian J

2. Date of Event Requiring Statement (MM/DD/YYYY) 8/1/2007

3. Issuer Name and Ticker or Trading Symbol

GRACO INC [GGG]

(Last) (First) (Middle)

88 11TH AVENUE NE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
___ X ___ Officer (give title below) _____ Other (specify below)
Vice President and General Mgr /

(Street)

MINNEAPOLIS, MN 55413

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

8/3/2007

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2528 ⁽¹⁾	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	⁽²⁾	2/19/2014	Common Stock	1124	$27.91 ⁽²⁾	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	9/23/2014	Common Stock	300	$32.95 ⁽³⁾	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	2/17/2016	Common Stock	5000	$40.68 ⁽⁴⁾	D
Non-Qualified Stock Option (right to buy)	⁽⁵⁾	2/16/2017	Common Stock	2500	$41.36 ⁽⁵⁾	D

Explanation of Responses:
( 1)	Included in the amount reported are shares acquired under Graco Inc. 2006 Employee Stock Purchase Plan, exempt under Rule 16b-3.
( 2)	Employee stock option granted pursuant to the Graco Inc. Stock Incentive Plan in transaction exempt under Rule 16b-3. The stock option becomes exercisable in four equal annual installments, commencing one year after the date of the grant.
( 3)	Employee stock option granted pursuant to the Graco Inc. 1999 Employee Stock Incentive Plan. The stock option becomes exercisable three years after the date of the grant.
( 4)	Employee stock option granted pursuant to the Graco Inc. 1999 Employee Stock Incentive Plan. The stock option becomes exercisable in four equal annual installments, commencing one year after the date of the grant.
( 5)	Employee stock option granted pursuant to the Amended and Restated Graco Inc. Stock Incentive Plan (2006) in transaction exempt under Rule 16b-3. The stock option becomes exercisable in four equal annual installments, commencing one year after the date of the grant.

Remarks:
The Power of Attorney was inadvertently omitted from the original Form 3 filing.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Zumbolo Brian J 88 11TH AVENUE NE MINNEAPOLIS, MN 55413			Vice President and General Mgr

Signatures
By: Kristen C. Nelson, Attorney-in-Fact For: Brian J. Zumbolo		10/9/2008
^** Signature of Reporting Person	Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.