UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549
                                
                            FORM 10-Q
                                
    Quarterly Report Pursuant to Section 13 or 15 (d) of the
                 Securities Exchange Act of 1934



For the quarterly period ended March 31, 1995.

Commission File Number:  1-9249



                             GRACO INC.
     (Exact name of Registrant as specified in its charter)



          Minnesota                                       41-0285640
(State of incorporation)            (I.R.S. Employer Identification Number)


      4050 Olson Memorial Highway
        Golden Valley, Minnesota                               55422
(Address of principal executive offices)                    (Zip Code)


                            (612) 623-6000
         (Registrant's telephone number, including area code)
                                
                                
Indicate  by  check  mark whether the registrant  (1)  has  filed  all
reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has  been
subject to such filing requirements for the past 90 days.

                                           Yes  X            No

 11,489,516 common shares were outstanding as of March 31, 1995.
                                
                                

                   GRACO INC. AND SUBSIDIARIES
                                
                              INDEX



                                                            Page Number

PART I    FINANCIAL INFORMATION


          Item 1.  Financial Statements

                   Consolidated Statements of Earnings           3
                   Consolidated Balance Sheets                   4
                   Consolidated Statements of Cash Flows         5
                   Notes to Consolidated Financial
                      Statements                                 6


          Item 2.  Management's Discussion and Analysis
                   of Results of Operations and
                   Financial Condition                           7



PART II   OTHER INFORMATION


          Item 6.  Exhibits and Reports on Form 8-K              8


          SIGNATURES                                             9

          Stock Option Agreement (Non-ISO)                  Exhibit 10
          Computation of Net Earnings per Common Share      Exhibit 11
          Financial Data Schedule                           Exhibit 27





                                2


                                 PART I

                     GRACO  INC.  AND  SUBSIDIARIES
Item 1.
                   CONSOLIDATED STATEMENT OF EARNINGS

                               (Unaudited)


                                                 Thirteen Weeks Ended
                                                    March 31, 1995        April 1, 1994
                                                      (In thousands except per share amounts)

                                                                             
        Net sales                                            $95,527               $80,930

             Cost of products sold                            49,000                42,494

        Gross profit                                          46,527                38,436

             Product development                               3,921                 3,556
             Selling                                          21,690                22,299
             General and administrative                       11,100                 9,488

        Operating profit                                       9,816                 3,093

             Interest expense                                    684                   368
             Other expense, net                                  396                    39


        Earnings before income taxes                           8,736                 2,686

             Income taxes                                      3,300                   850

        Net earnings                                          $5,436                $1,836


        Net earnings per common share                          $0.47                 $0.16

        Cash dividend per common share                         $0.16                 $0.14




                      See notes to consolidated financial statements.

                                             3


                           GRACO  INC.  AND  SUBSIDIARIES

                           CONSOLIDATED  BALANCE  SHEETS


                                           (Unaudited)
                                         March 31, 1995    December 31, 1994
                    ASSETS
                                                   (In thousands)
                                                           
Current Assets:
  Cash and cash equivalents                        $809            $2,444
  Accounts receivable, less allowances of
    $5,167 and $4,700                            80,097            75,589
  Inventories                                    54,589            50,529
  Deferred income taxes                          12,086            11,755
  Other current assets                            2,799             3,628
    Total current assets                        150,380           143,945

Property, plant and equipment:
  Cost                                          151,774           145,164
  Less accumulated depreciation                 (77,767)          (75,124)
                                                 74,007            70,040

Other assets                                     14,590            14,400

                                               $238,977          $228,385


    LIABILITIES  AND  SHAREHOLDERS'  EQUITY

Current liabilities:
  Notes payable to banks                        $21,706           $11,675
  Current portion of long-term debt               5,916             5,685
  Trade accounts payable                         17,588            19,764
  Dividends payable                               1,820             1,857
  Income taxes payable                            7,943             5,761
  Other current liabilities                      40,426            44,798
    Total current liabilities                    95,399            89,540

Long-term debt, less current portion above       24,460            26,798

Retirement benefits and deferred compensation    31,233            30,196

Shareholders' equity:
  Preferred stock                                 1,474             1,485
  Common stock                                   11,495            11,366
  Additional paid-in capital                     20,242            18,289
  Retained earnings                              54,270            50,702
  Other, net                                        404                 9
                                                 87,885            81,851

                                               $238,977          $228,385


                See notes to consolidated financial statements.

                                  4


                    GRACO  INC.  AND  SUBSIDIARIES

              CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS

                             (Unaudited)

                                                     Thirteen Weeks Ended
                                                March 31, 1995  April 1, 1994
                                                               
CASH FLOWS FROM OPERATING ACTIVITIES:                    (In thousands)

 Net earnings                                           $5,436         $1,836
  Adjustments to reconcile net earnings to
  net cash provided by operating activities:
    Depreciation and amortization                        3,282          2,600
    Deferred income taxes                                 (292)          (340)
    Change in:
       Accounts receivable                              (3,044)        (5,213)
       Inventories                                      (3,848)        (6,231)
       Trade accounts payable                           (2,405)        (1,216)
       Accrued salaries                                 (3,770)        (2,154)
       Retirement benefits and deferred compensation     1,342            938
       Other accrued liabilities                           671         (1,747)
       Other                                             1,297           (852)

                                                        (1,331)       (12,379)
CASH FLOWS FROM INVESTING ACTIVITIES:

 Property, plant and equipment additions                (7,526)        (2,711)
 Proceeds from sale of property, plant, and equipment      322            123
 Purchases of marketable securities                          0         (5,464)
 Proceeds from marketable securities                         0         31,450

                                                        (7,204)        23,398

CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from notes payable                            33,557         10,155
 Payments on notes payable                             (23,739)        (1,053)
 Payments on long-term debt                             (2,210)             0
 Common stock issued                                     2,071          2,663
 Cash dividends paid                                    (1,905)       (32,829)

                                                         7,774        (21,064)

Effect of exchange rate changes on cash                   (874)            66

Net decrease in cash and cash equivalents               (1,635)        (9,979)

Cash and cash equivalents:

 Beginning of year                                       2,444         11,095

 End of period                                            $809         $1,116

                    See notes to consolidated financial statements.

                                    5
                                   
                                   
                      GRACO INC. AND SUBSIDIARIES
                                   
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   
                              (Unaudited)


1. The   consolidated  balance  sheet  as  of  March  31,  1995,   the
   consolidated  statements of earnings for the thirteen  weeks  ended
   March  31, 1995, and April 1, 1994, and the consolidated statements
   of  cash flows for the thirteen weeks then ended have been prepared
   by the Company without being audited.

   In   the  opinion  of  management,  these  consolidated  statements
   reflect  all adjustments necessary to present fairly the  financial
   position  of  Graco Inc. at    March 31, 1995, and April  1,  1994,
   and  the  results  of  operations and cash flows  for  all  periods
   presented.

   Certain  information and footnote disclosures normally included  in
   financial   statements  prepared  in  accordance   with   generally
   accepted  accounting  principles have been  condensed  or  omitted.
   Therefore, these statements should be read in conjunction with  the
   financial  statements and notes thereto included in  the  Company's
   1994 Form 10-K.

   The  results  of operations for interim periods are not necessarily
   indicative  of results which will be realized for the  full  fiscal
   year.

2. Major components of inventories were as follows:


                                          Mar. 31, 1995   DEC. 30, 1994        
                                                         
                                                          
    Finished products and components            $50,406         $46,694
    Products and components in                           
       various stages of completion              28,086          24,826
    Raw materials                                11,169          13,918
    Reduction to LIFO cost                      (35,072)        (34,909)
                                                         
                                                $54,589         $50,529

                                                         
                                                         

                                           6


Item 2.             GRACO  INC.  AND  SUBSIDIARIES
             MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF
         RESULTS  OF  OPERATIONS  AND  FINANCIAL  CONDITION

Results of Operations

Net  earnings  in  the  first  quarter  of  $5,436,000  increased
$3,600,000  from  the  same period a  year  ago  as  the  Company
continues  to  have strong sales in the Americas  and  growth  in
Europe  and in most of the Pacific, despite the economic downturn
in  Japan.   In addition to increased sales, gross margin  levels
have  improved from 1994 and operating expenses as a  percent  of
sales have declined due primarily to cost reduction efforts taken
in 1994.

Sales  in the first quarter of $95,527,000 increased $14,597,000,
or  18  percent,  from the same period in  1994.   Sales  in  the
Americas increased 11 percent to $65,115,000, and European  sales
were  up 35 percent to $16,242,000 (a 23 percent volume increase,
and  a  12  percent gain due to exchange rates).  In the  Pacific
(excluding Japan), sales increased 79 percent to $8,542,000 (a 78
percent  volume  increase, and a gain of 1  percent  on  exchange
rates).  In Japan, sales increased 4 percent to $ 5,628,000 (a  7
percent  volume  decrease  offset by a  gain  of  11  percent  on
exchange rates).

Operating  expenses  of $36,711,000 increased  $1,368,000,  or  4
percent,  from  the  first quarter of 1994.  Product  development
expense  increased 10 percent over 1994, as previously  announced
initiatives continue.  Selling expenses were 3 percent lower than
the  same period last year, largely due to lower headcount levels
associated  with  the Company's cost reduction efforts  taken  in
1994.   General and administrative costs were up by  17  percent,
due primarily to expense items related to increased profitability
and special charges.

The income tax rate for the quarter was 38 percent compared to 32
percent  for  the  same  period in 1994.  The  increase  was  due
primarily to foreign results effectively taxed at higher rates.

For the quarter, consolidated bookings were up 4%.  Bookings were
up modestly in all regions, with the most significant improvement
in   Europe.    Backlog  at  March  31,  1995  was   $28,000,000,
approximately 11 percent higher than it was on December 30,  1994
and 14 percent lower than the first quarter of 1994.

The  Company expects continued strong performance in the Americas
and  improved  performance  in  Europe  as  the  economies  there
continue  to strengthen.  Performance in Japan remains weak.  The
Company  intends to continue making investments in  manufacturing
efficiency  and  new product development, and is striving  for  a
more efficient global sales and marketing organization to improve
its financial performance.

Financial Condition

Cash was used for operating activities and fixed asset additions.
Accounts  receivable increased $4,508,000 from the prior year-end
due  to  the  increased  sales volume, and inventories  increased
$4,060,000   primarily  in  production.   Property,   plant   and
equipment  totaling  $7,526,000 was purchased  during  the  first
quarter.

The  Company  has unused lines of credit available at  March  31,
1995, totaling $15 million.

                                7

                             PART II
                                


Item 6.    Exhibits and Reports on Form 8-K

           (a) Exhibits


                 Stock Option Agreeement                   Exhibit 10
                 Form of Agreement used for
                 award of non-incentive stock
                 options to executive officers,
                 dated March 1, 1995.

                 Statement on Computation                  Exhibit 11
                 of Per Share Earnings

                 Financial Data Schedule                   Exhibit 27




            (b)  No reports on Form 8-K have been
                 filed during the quarter for which this
                 report is filed.


                                
                                
                                
                                
                                
                                
                                8
                                


                           SIGNATURES
                                
                                

Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.










                                 GRACO INC.


Date: May 11, 1995               By: /s/ David A. Koch
                                     David A. Koch
                                     Chairman and Chief Executive Officer





Date: May 11, 1995               By: /s/David  M. Lowe
                                     David M. Lowe
                                     Treasurer
                                     (Principal Financial Officer)








                                9