UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*


                                   GRACO INC.
                                (Name of Issuer)


                                  COMMON STOCK
                         (Title of Class of Securities)


                                   384109 10 4
                                 (CUSIP Number)


                                November 2, 2000
             (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

         [_]      Rule 13d-1(b)
         [X]      Rule 13d-1(c)
         [_]      Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                        (continued on following page(s))


                                                                     Page 2 of 4
                                  SCHEDULE 13G
                                  ------------

CUSIP NO.
         384109 10 4

1.       NAME OF REPORTING PERSON
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)

         Paul M. Torgerson

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                         (a) [_]
                                                                         (b) [_]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION
         USA

                                    5.       SOLE VOTING POWER None.

              NUMBER OF             6.       SHARED VOTING POWER 1,118,642
               SHARES                        (includes 993,642 shares held by
            BENEFICIALLY                     the Trust U/W Clarissa L. Gray and
              OWNED BY                       125,000 shares held by Greycoach
                EACH                         Foundation of which Mr. Torgerson
              REPORTING                      is a director.
               PERSON
                WITH                7.       SOLE DISPOSITIVE POWER None.

                                    8.       SHARED DISPOSITIVE POWER 1,118,642.

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         1,118,642

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
                                                                           [_]

11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
         5.5%

12.      TYPE OF REPORTING PERSON*
         IN


                                                                     Page 3 of 4

ITEM 1(a).        Name of Issuer
                  Graco Inc.

ITEM 1(b).        Address of Issuer's Principal Executive Offices
                  88 - 11th Avenue, NE, Minneapolis, MN  55413-1894

ITEM 2(a).        Names of Persons Filing
                  Paul M. Torgerson

ITEM 2(b).        Address of principal business office
                  C/O Fairview Health Services, 2450 Riverside Avenue
                  Minneapolis, MN 55454-1395

ITEM 2(c).        Citizenship
                  USA

ITEM 2(d).        Title of Class of Securities
                  Common

ITEM 2(e).        CUSIP Number
                  384109 10 4

ITEM 3.           If this statement is filed pursuant to Rules 13d-1(b), or
                  13(d)-2(b) or (c), check whether the person filing it is a:
                  Not applicable

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

ITEM 4.           Ownership
                  Provide the following information regarding the aggregate
                  number and percentage of the class of securities of the issuer
                  identified in Item 1.

                  (a)      Amount beneficially owned 1,118,642

                  (b)      Percent of class 5.5%.

                  (c)      Number of shares as to which such person has:

                           (i)      sole power to vote or to direct the vote 0

                           (ii)     shared power to vote or to direct the vote
                                    1,118,642

                           (iii)    sole power to dispose or to direct the
                                    disposition of 0

                           (iv)     shared power to dispose or to direct the
                                    disposition of 1,118,642.

ITEM 5.           Ownership of Five Percent or Less of a Class
                  If this statement is being filed to report the fact that as of
                  the date hereof the reporting person has ceased to be the
                  beneficial owner of more than five percent of the class of
                  securities, check the following [_]. Not Applicable


                                                                     Page 4 of 4

ITEM 6.           Ownership of More than Five Percent on Behalf of Another
                  Person Not Applicable

ITEM 7.           Identification and Classification of the Subsidiary Which
                  Acquired the Security Being Reported on By the Parent Holding
                  Company Not Applicable

ITEM 8.           Identification and Classification of Members of the Group
                  Not Applicable, but see Item 2.

ITEM 9.           Notice of Dissolution of Group
                  Not Applicable

ITEM 10.          Certification

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

                  The following certification shall be included if the statement
                  is filed pursuant to ss.240.13d-1(c):

                  By signing below I certify that, to the best of my knowledge
                  and belief the securities referred to above were not acquired
                  and are not held for the purpose of or with the effect of
                  changing or influencing the control of the issuer of the
                  securities and were not acquired and are not held in
                  connection with or as a participant in any transaction having
                  the purpose or effect.

                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.



Date: January 29, 2001



                                             /s/ Paul M. Torgerson
                                             ---------------------------------
                                             Paul M. Torgerson