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 25, 1999

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

         20,337,102 common shares were outstanding as of July 23, 1999.





                           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                                  8-11


PART II  OTHER INFORMATION


         Item 4.  Submission of Matters to a Vote of Security Holders         12


         Item 6.  Exhibits and Reports on Form 8-K                            12

         SIGNATURES                                                           13

         Non-employee Director Stock Plan, as amended
              June 18, 1999                                           Exhibit 10
         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 4, 1999,  James A. Earnshaw,
David A. Koch, Richard D. McFarland,  Lee R. Mitau, and Martha A.M. Morfitt were
elected to the office of Director with the following votes:

                                               FOR                      WITHHELD
                                               ---                      --------
James A. Earnshaw                       16,523,453                        61,224
David A. Koch                           16,552,963                        61,715
Richard D. McFarland                    16,506,598                        78,080
Lee R. Mitau                            16,517,404                        67,274
Martha A.M. Morfitt                     16,515,833                        68,845

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

The  approval of the  Executive  Officer  Annual  Incentive  Bonus Plan with the
following votes:

           FOR          AGAINST          ABSTENTIONS             BROKER NON-VOTE
           ---          -------          -----------             ---------------
        15,778,449      650,470            155,759                      0

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
           ---          -------          -----------             ---------------
        16,432,643       47,292            104,742                      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")