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 September 30, 1994

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
               (Registrants 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

       11,503,304 common shares were outstanding as of September 30, 1994.



                           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


            Computation of Net Earnings per Common Share          Exhibit 11
            Financial Data Schedule                               Exhibit 27





                                        2
                                        

                                       PART I

                          GRACO  INC.  AND  SUBSIDIARIES

Item 1.                CONSOLIDATED STATEMENTS OF EARNINGS

                                    (Unaudited)
Thirteen Weeks Ended Thirty-Nine Weeks Ended Sept. 30, 1994 Sept. 24, 1993 Sept. 30, 1994 Sept. 24, 1993 (In thousands except per share amounts) Net sales $89,048 $81,751 $264,157 $238,977 Cost of products sold 45,779 42,414 138,225 124,110 Gross profit 43,269 39,337 125,932 114,867 Product development 3,699 3,167 10,821 8,809 Selling 22,920 20,830 68,008 61,061 General and administrative 9,341 9,392 29,488 27,848 Operating profit 7,309 5,948 17,615 17,149 Interest expense 545 542 1,393 1,685 Other expense, net 116 343 293 615 Earnings before income taxes 6,648 5,063 15,929 14,849 Income taxes 2,400 1,600 5,650 4,700 Net earnings $4,248 $3,463 $10,279 $10,149 Net earnings per common share $0.37 $0.30 $0.88 $0.88 Cash dividend per common share $0.14 $0.13 $0.42 $0.38 See notes to consolidated financial statements.
3 GRACO INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
Sept. 30, 1994 December 31, 1993 ASSETS (Unaudited) (In thousands) Current Assets: Cash and cash equivalents $1,772 $11,095 Marketable securities 0 26,345 Accounts receivable, less allowances of $4,438 and $4,100 67,292 62,178 Inventories 57,841 35,719 Deferred income taxes 9,826 8,843 Other current assets 4,763 3,079 Total current assets 141,494 147,259 Property, plant and equipment: Cost 142,145 129,876 Less accumulated depreciation (76,259) (72,132) 65,886 57,744 Other assets 11,423 11,362 $218,803 $216,365 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable to banks $22,372 $3,234 Current portion of long-term debt 5,594 5,543 Trade accounts payable 19,399 16,737 Dividends payable 1,611 32,535 Income taxes payable 4,126 5,658 Other current liabilities 40,867 35,904 Total current liabilities 93,969 99,611 Long-term debt, less current portion above 13,226 13,937 Retirement benefits and deferred compensation 30,214 28,132 Shareholders' equity: Preferred stock 1,474 1,485 Common stock 11,503 11,449 Additional paid-in capital 20,176 19,813 Retained earnings 47,511 42,430 Other, net 730 (492) 81,394 74,685 $218,803 $216,365 See notes to consolidated financial statements.
4 GRACO INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Thirty-Nine Weeks Ended Sept. 30, 1994 Sept. 24, 1993 (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $10,279 $10,149 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 7,450 7,321 Deferred income taxes (1,007) 355 Change in: Accounts receivable (2,464) 376 Inventories (20,836) 9,788 Trade accounts payable 1,983 (6,036) Accrued salaries 574 (1,393) Retirement benefits and deferred compensation 1,699 2,803 Other accrued liabilities 2,268 (6,995) Other (1,173) (4,652) (1,227) 11,716 CASH FLOWS FROM INVESTING ACTIVITIES: Property, plant and equipment additions (15,151) (10,184) Proceeds from sale of property, plant, and equipment 287 681 Purchases of marketable securities (5,464) (10,601) Proceeds from marketable securities 31,809 3,684 11,481 (16,420) CASH FLOWS FROM FINANCING ACTIVITIES: Notes payable, net change 18,394 35 Payments on long-term debt (663) (226) Common stock issued 2,775 2,618 Retirement of common and preferred stock (2,224) (1,750) Cash divisions paid (36,122) (4,397) Proceeds from long-term debt 0 707 (17,840) (3,013) Effect of exchange rate changes on cash (1,737) 751 Net decrease in cash and cash equivalents (9,323) (6,966) Cash and cash equivalents: Beginning of year 11,095 18,869 End of period $1,772 $11,903 See notes to consolidated financial statements.
5 GRACO INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. The consolidated balance sheet as of September 30, 1994, the consolidated statements of earnings for the thirty-nine weeks ended September 30, 1994, and September 24, 1993, and the consolidated statements of cash flows for the thirty-nine 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 September 30, 1994, and September 24, 1993, 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 1993 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:
Sept. 30, 1994 Dec. 31, 1993 Finished products and components $52,154 $42,010 Products and components in various stages of completion 31,510 21,410 Raw materials 10,970 8,642 Reduction to LIFO cost $(36,793) $(36,343) $57,841 $35,719
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 third quarter of $4,248,000 increased $785,000 from the same period a year ago as the company continues to have strong sales in the Americas and reported growth both in Europe and in most of the Pacific, despite the economic downturn in Japan and expenses associated with ongoing cost reduction efforts. Net earnings of $10,279,000 for the nine months ended September 30, 1994 increased $130,000 from the same period a year ago. Sales in the third quarter of $89,048,000 increased $7,297,000, or 9 percent, from the same period in 1993. Third quarter sales in the Americas increased 10 percent overall to $57,900,000. Contractor Equipment sales and Lubrication Equipment sales were both up 14 percent and Industrial/Automotive Equipment sales rose 5 percent, with new product sales and an expanding economy continuing to drive these increases. Sales in Europe were up 6 percent to $16,160,000 (a 2 percent volume increase, and a 4 percent gain due to exchange rates). In the Pacific, sales were also up 6 percent to $14,988,000 (a 3 percent volume increase, and a gain of 3 percent on exchange rates). Sales for the nine months were $264,157,000, an 11 percent increase over the same period last year. In the Americas, sales increased 17 percent to $183,008,000. European sales were up 1 percent to $43,285,000 (a volume increase of 3 percent, offset by a 2 percent exchange rate loss). Sales in the Pacific decreased 4 percent to $37,864,000 (a 8 percent volume decline, offset by a 4 percent exchange rate gain). Operating expenses in the third quarter of $35,960,000 increased $2,571,000, or 8 percent, from the third quarter of 1993. Product development expense increased 17 percent over 1993, as previously announced spending increases continued. Selling expenses were up 10 percent, largely due to cost associated with the Company's ongoing cost reduction efforts. Operating expenses for the nine months increased $10,599,000, or 11 percent. For the third quarter, overall bookings were up 13%. Bookings remain strong in the Americas, were up significantly in Europe, but up only modestly in the Pacific due to poor bookings in Japan. Backlog at September 30, 1994 was $30,000,000, consistent with the previous quarter, but an increase of $10.6 million from $19.5 million on September 24, 1993. The Company expects continued strong performance in the Americas and improved performance in Europe as the economies there continue to strengthen. The Pacific, and Japan in particular, remains weak. The Company is encouraged by the increase in its bookings. It 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 Accounts receivable increased $5,114,000 from the prior year-end due to the increased sales volume, and inventories increased $22,122,000 primarily in production and in Europe for engineered systems. Property, plant and equipment totaling $15,151,000 was purchased year-to-date. Marketable securities were sold to fund the special one-time dividend of $31,200,000 which was paid in March of this year. The Company has unused lines of credit available at September 30, 1994, totaling $27 million. 7 PART II Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 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: November 14, 1994 By: /s/ David A. Koch David A. Koch Chairman and Chief Executive Officer Date: November 14, 1994 By: /s/ Robert A. Wagner Robert A. Wagner Vice President and Treasurer (Principal Financial Officer) 9

                                               EXHIBIT NO. 11

                                        GRACO INC. AND SUBSIDIARIES

                               COMPUTATION OF NET EARNINGS PER COMMON SHARE

                                                (Unaudited)

Thirteen Weeks Ended Thirty-Nine Weeks Ended Sept. 30, 1994 Sept. 24, 1993 Sept. 30, 1994 Sept. 24, 1993 (In thousands except per share amounts) Net earnings applicable to common stock: Net earnings $4,248 $3,463 $10,279 $10,149 Less dividends on preferred stock 19 19 56 56 $4,229 $3,444 $10,223 $10,093 Average number of common and common equivalent shares outstanding: Average number of common shares outstanding 11,554 11,393 11,554 11,329 Dilutive effect of stock options computed on the treasury stock method 25 87 58 75 11,579 11,480 11,612 11,404 Net earnings per common share and common equivalent share $0.37 $0.30 $0.88 $0.88 Primary and fully diluted earnings per share are substantially the same.
 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GRACO INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS AND CONSOLIDATED BALANCE SHEETS FOR THE QUARTERLY PERIOD ENDING SEPTEMBER 30, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000042888 GRACO INC. 1,000 QTR-3 DEC-30-1994 SEP-30-1994 1,772 0 71,730 4,438 57,841 141,494 142,145 76,259 218,803 93,969 13,226 11,503 1,474 0 68,417 218,803 89,048 89,048 45,779 45,779 36,621 119 545 6,648 2,400 4,248 0 0 0 4,248 .37 .37