Graco Inc. 2nd Quarter 03 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Quarterly Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934

For the quarterly period ended June 27, 2003

Commission File Number: 001-9249

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


Minnesota   41-0285640

(State of incorporation)
 
(I.R.S. Employer Identification Number)


88 - 11th Avenue N.E.    
Minneapolis, Minnesota   55413

(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    
   
 
   
 
 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

  Yes X   No    
   
 
   
 
 

45,800,000 common shares were outstanding as of July 25, 2003.

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: July 30, 2003 By: /s/David A. Roberts
 
 
David A. Roberts
      President and Chief Executive Officer




Date: July 30, 2003 By: /s/James A. Graner
 
 
James A. Graner
      Vice President and Controller




Date: July 30, 2003 By: /s/Mark W. Sheahan
 
 
Mark W.Sheahan
      Vice President and Treasurer

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: August 4, 2003 By: /s/David A. Roberts
 
 
David A. Roberts
      President and Chief Executive Officer




Date: August 4, 2003 By: /s/James A. Graner
 
 
James A. Graner
      Vice President and Controller




Date: August 4, 2003 By: /s/Mark W. Sheahan
 
 
Mark W.Sheahan
      Vice President and Treasurer