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 April 1, 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
             (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


        11,629,462 common shares were outstanding as of April 1, 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





                                        2



                                      PART I

                          GRACO  INC.  AND  SUBSIDIARIES

Item 1                  CONSOLIDATED STATEMENTS OF EARNINGS

                                    (Unaudited)

Thirteen Weeks Ended April 1, 1994 March 26, 1993 (In thousands except per share amounts) Net sales $80,930 $77,811 Cost of products sold 42,494 41,602 Gross profit 38,436 36,209 Product development 3,556 2,777 Selling 22,299 19,440 General and administrative 9,488 9,150 Operating profit 3,093 4,842 Interest expense 368 606 Other expense, net 39 114 Earnings before income taxes 2,686 4,122 Income taxes 850 1,550 Net earnings $1,836 $2,572 Net earnings per common share $0.16 $0.23 Cash dividend per common share $0.14 $0.13 See notes to consolidated financial statements.
3 GRACO INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
April 1, 1994 December 31, 1993 ASSETS (Unaudited) (in thousands) Current Assets: Cash and cash equivalents $1,116 $11,095 Marketable securities 359 26,345 Accounts receivable, less allowances of 67,678 62,178 $4,400 and $4,100 Inventories 42,223 35,719 Deferred income taxes 9,210 8,843 Other current assets 3,845 3,079 Total current assets 124,431 147,259 Property, plant and equipment: Cost 132,029 129,876 Less accumulated depreciation (74,120) (72,132) 57,909 57,744 Other assets 11,241 11,362 $193,581 $216,365 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable to banks $12,525 $3,234 Current portion of long-term debt 5,540 5,543 Trade accounts payable 15,682 16,737 Dividends payable 1,605 32,535 Income taxes payable 6,609 5,658 Other current liabilities 31,039 35,904 Total current liabilities 73,000 99,611 Long-term debt, less current portion above 13,929 13,937 Retirement benefits and deferred compensation 29,212 28,132 Shareholders' equity: Preferred stock 1,484 1,485 Common stock 11,629 11,449 Additional paid-in capital 22,197 19,813 Retained earnings 42,367 42,430 Other, net (237) (492) 77,440 74,685 $193,581 $216,365 See notes to consolidated financial statements.
4 GRACO INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Thirteen Weeks Ended April 1, 1994 March 26, 1993 (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $1,836 $2,572 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 2,600 2,458 Deferred income taxes (340) 247 Change in: Accounts receivable (5,213) (1,360) Inventories (6,231) 4,533 Trade accounts payable (1,216) (4,000) Accrued salaries (2,154) (4,490) Retirement benefits and deferred compensaion 938 724 Other accrued liabilities (1,747) (6,237) Other (852) (2,920) (12,379) (8,473) CASH FLOWS FROM INVESTING ACTIVITIES: Property, plant and equipment additions (2,711) (2,047) Proceeds from sale of property, plant, an 123 Purchases of marketable securities (5,464) (3,891) Proceeds from marketable securities 31,450 3,617 23,398 (2,321) CASH FLOWS FROM FINANCING ACTIVITIES: Notes payable, net change 9,102 1,885 Common stock issued 2,663 1,947 Cash dividends paid (32,829) (1,471) (21,064) 2,361 Effect of exchange rate changes on cash 66 256 Net decrease in cash and cash equivalents (9,979) (8,177) Cash and cash equivalents: Beginning of year 11,095 18,869 End of period $1,116 $10,692 See notes to consolidated financial statements.
5 GRACO INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. The consolidated balance sheet as of April 1, 1994, the consolidated statements of earnings for the thirteen weeks ended April 1, 1994, and March 26, 1993, 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 April 1, 1994, and March 26, 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:
April 1, 1994 Dec.31,1993 (In thousands) Finished products and components $45,829 $42,010 Products and components in various stages of completion 24,580 21,410 Raw materials 8,382 8,642 Reduction to LIFO cost (36,568) (36,343) $42,223 $35,719
3. On February 25, 1994, the Board of Directors authorized a plan to purchase up to a total of 400,000 shares of its outstanding common stock. These common shares will be acquired through open-market purchases to be made through February 28, 1996. The shares to be acquired will be available for issuance to satisfy stock options and for other corporate purposes. No shares have been repurchased under this plan as of April 1, 1994. 6 Item 2. GRACO INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Results of Operations Net earnings of $1,836,000 for the first quarter ended April 1, 1994 were $736,000 below 1993 earnings due to higher expenses. Sales of $80,930,000 for the first quarter increased 4 percent compared to 1993. Sales in the Americas increased 12 percent to $58,684,000. In the Pacific, sales were down 15 percent to $10,193,000 (a 20 percent volume decline, offset by a 5 percent exchange rate gain). Sales in Europe were down 11 percent to $12,053,000 (a 5 percent volume decline, and 6 percent due to exchange rates). Gross profit margins increased during the first quarter 1994 to 47.5 percent of sales from 46.5 percent for the same period in 1993, due to improved manufacturing efficiencies and higher production levels. Operating expenses increased $3,976,000 or 13 percent compared to the same period in 1993. Product development expense increased 28 percent over 1993, as the Company continues to substantially expand its investment in new products. Selling expenses were up 15 percent, and general and administrative expenses were up 4 percent. At the end of the first quarter, bookings were very strong in the Americas, flat in Europe, and down in the Pacific. For the Company, bookings were up 13 percent. Backlog at April 1, 1994, was $33 million, an increase of $10 million from $23 million on March 26, 1993, and an increase of $13 million from $20 million on December 31, 1993. Graco expects to ship most of this increase during the second quarter. The Company expects strong demand in the Americas to continue to drive its sales growth and profitability. The sharp sales decline experienced in Europe last year appears to be leveling off, based on recent booking trends. The Japanese market remains very depressed, and is expected to remain so in the foreseeable future. Graco expects some sales growth in the other Asia/Pacific-countries, but not at the extraordinary rate of last year. Overall, the Company expects continued sales growth and improved margins throughout 1994, as investments already underway begin to take effect and help improve performance. Financial Condition Cash uses were for operating activities. The Company has unused lines of credit available at April 1, 1994, totaling $43 million. 7 PART II Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Statement on Computation Exhibit 11 of Per Share Earnings (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 12, 1994 By: \David A. Koch David A. Koch Chairman and Chief Executive Officer Date: May 12, 1994 By: \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 April 1, 1994 March 26, 1993 (In thousands except per share amounts) Net earnings applicable to common stock: Net earnings $1,836 $2,572 Less dividends on preferred stock 19 19 $1,817 $2,553 Average number of common and common equivalent shares outstanding: Average number of common shares outstanding 11,515 11,350 Dilutive effect of stock options computed on the treasury stock 65 56 11,580 11,406 Net earnings per common share and common equivalent share $0.16 $0.23 Primary and fully diluted earnings per share are substantially the same.
10