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 30, 2000

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
                                         ------          ------

         20,212,321 common shares were outstanding as of July 31, 2000.





                           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              6-7


         Item 2.  Management's Discussion and Analysis
                     of Financial Condition and
                     Results of Operations                                  8-10

PART II  OTHER INFORMATION


         Item 4.  Submission of Matters to a Vote of Security Holders         11

         Item 6.  Exhibits and Reports on Form 8-K                            11


         SIGNATURES                                                           12


         Computation of Net Earnings per Common Share                 Exhibit 11
         Financial Data Schedule (EDGAR filing only)                  Exhibit 27






Item 4.     Submission of Matters to a Vote of Security Holders

At the Annual Meeting of  Shareholders  held on May 2, 2000,  George  Aristides,
Ronald O.  Baukol,  Robert G. Bohn and Willaim J.  Carroll  were  elected to the
Office of Director with the following votes:

                                                        FOR             WITHHELD
                                                        ---             --------
George Aristides                                 18,074,462              523,537
Ronald O. Baukol                                 18,459,654              138,344
Robert G. Bohn                                   18,438,519              159,479
William J. Carroll                               18,436,251              161,747

At the same meeting,  the following  matters were also voted upon with the votes
as indicated:

The adoption of an amendment to the Company's Restated Articles of Incorporation
was approved, with the following votes:

        FOR             AGAINST          ABSTENTIONS             BROKER NON-VOTE
        ---             -------          -----------             ---------------
    10,795,227         6,245,013           104,070                  1,453,688

The selection of Deloitte & Touche as independent  auditors for the current year
was approved and ratified, with the following votes:

        FOR             AGAINST          ABSTENTIONS             BROKER NON-VOTE
        ---             -------          -----------             ---------------
    18,524,883          38,535              34,579                      0

No other matters were voted on at the meeting.






                                   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   , 2001                        By:    /s/George Aristides
      ------------                               -------------------------------
                                                 George Aristides
                                                 Chairman of the Board and
                                                   Chief Executive Officer





Date: May   , 2001                        By:    /s/James A. Graner
      ------------                               -------------------------------
                                                 James A. Graner
                                                 Vice President & Controller
                                                 ("duly authorized officer")