Exhibit 99

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     Graco Inc. (the  "Company")  wishes to take  advantage of the "safe harbor"
provisions  regarding  forward-looking  statements  of  the  Private  Securities
Litigation  Reform Act of 1995 and is filing this Cautionary  Statement in order
to do so.

     From time to time various  forms filed by the Company  with the  Securities
and Exchange  Commission,  including the Company's Form 10-K, Form 10-Q and Form
8-K, its Annual  Report to  Shareholders,  and other  written  documents or oral
statements  released by the  Company,  may contain  forward-looking  statements.
Forward-looking  statements generally use words such as "expect,"  "anticipate,"
"believe," "project," "should," "estimate," and similar expressions, and reflect
the Company's expectations concerning the future. Such statements are based upon
currently available  information,  but various risks and uncertainties may cause
the Company's actual results to differ  materially from those expressed in these
statements.  Among the  factors  which  management  believes  could  affect  the
Company's operating results are the following:

  o  With respect to the Company's business as a whole, the Company's  prospects
     and operating results may be affected by:

     -    changing  economic  conditions  in the United  States and other  major
          world  economies,  including  economic  downturns  or  recessions  and
          foreign currency exchange rate fluctuations;

     -    international trade factors,  including changes in international trade
          policy,  such as trade sanctions,  increased tariff barriers and other
          restrictions,   weaker   protection  of  the   Company's   proprietary
          technology in certain foreign countries,  the burden of complying with
          foreign laws and standards, and potentially adverse taxes;

     -    the ability of the Company to develop new products  and  technologies,
          maintain and enhance its market position  relative to its competitors,
          maintain and enhance its distribution  channels,  realize productivity
          and product quality improvements, and continue to control expenses.

  o  The prospects and operating results of the Company's  Contractor  Equipment
     Division may be affected by: variations in the level of housing starts; the
     level of repairs,  remodeling and additions to existing homes; the level of
     commercial  and  institutional   building  and  remodeling  activity;   the
     availability and cost of financing; changes in the environmental regulation
     of coatings; the consolidation in the paint manufacturing industry; changes
     in  construction  materials  and  techniques;  the cost of labor in foreign
     markets; the regional market strength of certain competitors; and the level
     of government spending on road construction and infrastructure development.

  o  The prospects and operating results of the Company's  Industrial  Equipment
     Division  may be  affected  by the  capital  equipment  spending  levels of
     industrial  customers,  the availability and cost of financing,  changes in
     the environmental regulation of coatings, and the ability of the Company to
     meet changing customer requirements.

  o  The prospects and operating results of the Company's  Lubrication Equipment
     Division may be affected by variations in the equipment  spending levels of
     the major oil  companies,  and the  relative  market  strength  and pricing
     strategies of competitors, especially in major foreign markets.

  o  The prospects and operating results of the Company's  Automotive  Equipment
     Division  may  be  affected  by  the  equipment  purchase  plans  of  major
     automobile manufacturers worldwide (which are in turn impacted by the level
     of  automotive  sales  worldwide),   changes  in  automotive  manufacturing
     processes, and the pricing strategies of competitors.