Exhibit 24.1
                                       
                               POWER OF ATTORNEY



      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David A. Koch his or her true
and lawful attorneys-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 100,000 shares
of Common Stock of Graco Inc. under the Graco Inc. Nonemployee Director Stock
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 attorneys-in-fact and agents, each acting alone, 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 attorneys-in-
fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Dated:  June 10, 1994


                                         
/s/ George Aristides                     /s/ Lee R. Mitau                    
George Aristides                         Lee R. Mitau
                                         

/s/ Ronald O. Baukol                     /s/ Dale R. Olseth                 
Ronald O. Baukol                         Dale R. Olseth
                                         
                                         
/s/ John W. Lacey                        /s/ Gerard C. Planchon
John W. Lacey                            Gerard C. Planchon
                                         

                                         /s/ Curtis B. Thompson              
Joe R. Lee                               Curtis B. Thompson
                                         

/s/ Richard D. McFarland
Richard D. McFarland

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