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 *
HOLDSWORTH GEOFFREY
   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)
Managing Director AsiaPacific
(Last)
(First)
(Middle)
27 MUNGARRA AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
01/31/2005
(Street)

ST. IVES, SYDNEY, C3 2075		 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
Common Stock 01/31/2005   M(1)   9,300 A $ 20.75 10,300 D  
Common Stock 01/31/2005   S(1)   9,300 D $ 32 1,000 D  

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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
Non Qualified Stock Option $ 20.75 01/31/2005   M     9,300 09/25/2002(1) 09/25/2011 Common Stock 9,300 $ 0 61,000 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HOLDSWORTH GEOFFREY
27 MUNGARRA AVENUE
ST. IVES, SYDNEY, C3 2075		       Managing Director AsiaPacific  

Signatures

 Geoffrey Holdsworth   02/02/2005
**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) Transaction pursuant to trading plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934.
(2) Incentive Stock Option (ISO) to buy 6000 shares exercisable 01/01/00 $31.75 expires 9/22/07; Non-Qualified Stock Option (NQSO) to buy 10000 shares exercisable 09/28/00 at $23.50 expires 09/28/09; NQSO to buy 15000 shares exercisable 09/26/01 at $20.818 expires 09/26/10; NQSO to buy 10000 shares exercisable (3400 shares exercisable 09/24/03 3300 shares exercisable 09/24/04 3300 shares exercisable 9/24/05) at $27.56 expires 09/24/12; NQSO 10000 shares (3400 exercisable 9/23/04, 3300 exercisable 9/23/05, 3300 exercisable 9/23/06) at $29.30 expires 9/24/13; NQSO 10000 shares (3400 exercisable 10/19/05, 3300 exercisable 10/19/06, 3300 exercisable 10/19/07) at $27.67 exp. 10/19/14.

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