Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MILNER GRAHAM P
   2. Issuer Name and Ticker or Trading Symbol
WD 40 CO [WDFC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last)
(First)
(Middle)
228 WINTERHAWK LANE		 3. Date of Earliest Transaction (Month/Day/Year)
10/19/2004
(Street)

ENCINITAS, CA 92024		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option $ 27.67 10/19/2004   A   8,000   10/19/2005(1) 10/19/2014 Common Stock 8,000 $ 0 87,200 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MILNER GRAHAM P
228 WINTERHAWK LANE
ENCINITAS, CA 92024		       Executive Vice President  

Signatures

 Graham P. Milner   10/21/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 2720 exercisable 10/19/05; 2640 exercisable 10/19/06; 2640 exercisable 10/19/07.
(2) Incentive Stock Option (ISO) 5000 shares exercisable 01/01/97 at $21.188 exp. 09/25/05; ISO 5000 shares exercisable 01/01/98 at $23.00 exp. 09/23/06; ISO 6000 shares exercisable 01/01/00 at $31.75 exp. 09/22/07; ISO 6000 shares exercisable 01/01/01 at $23.063 exp. 09/29/08; Non Qualified Stock Options (NQSO) 10000 shares exercisable 09/28/00 at $23.50 exp. 09/28/09; NQSO 2104 shares exercisable 09/26/01 at $20.813 exp. 09/26/10; ISO 15096 shares exercisable 09/26/01 at $20.813 exp. 09/26/10; NQSO 5181 shares exercisable 09/25/02 at $20.75 exp. 09/25/11; ISO 4819 shares exercisable 09/25/02 at $20.75 exp. 09/25/11; NQSO 10000 shares (3400 exercisable 09/24/03; 3300 exercisable 09/24/04; 3300 exercisable 09/24/05) at $27.56 exp. 09/24/12; NQSO 10000 shares (3400 exercisable 09/23/04; 3300 exercisable 09/23/05; 3300 exercisable 09/23/06) at $29.30 exp. 09/24/13; NQSO 8000 shares (2720 exercisable 10/19/05; 2640 exercisable 10/19/06; 2640 exercisable 10/19/07) at $27.67 exp. 10/19/14.

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