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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(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)
1061 CUDAHY PLACE		 3. Date of Earliest Transaction (Month/Day/Year)
08/29/2006
(Street)

SAN DIEGO, CA 92110		 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 08/29/2006   M(1)   10,000 A $ 23.5 11,000 D  
Common Stock 08/29/2006   S(1)   10,000 D $ 34.907 1,000 D  
Common Stock 08/29/2006   M(1)   15,000 A $ 20.813 16,000 D  
Common Stock 08/29/2006   S(1)   15,000 D $ 34.909 1,000 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 $ 23.5 08/29/2006   M(1)     10,000 09/28/2002 09/28/2009 Common Stock 10,000 $ 0 58,000 (2) D  
Non Qualified Stock Option $ 20.813 08/29/2006   M(1)     15,000 09/26/2001 09/26/2010 Common Stock 15,000 $ 0 43,000 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HOLDSWORTH GEOFFREY
1061 CUDAHY PLACE
SAN DIEGO, CA 92110		       Managing Director AsiaPacific  

Signatures

 Maria Mitchell As Attorney-In-Fact for Geoffrey Holdsworth   08/31/2006
**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; NQSO to buy 10000 shares exercisable 9/24/03 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. NQSO 7000 shares (2380 exercisable 10/18/06, 2310 exercisable 10/18/07, 2310 exercisable 10/18/08) at $27.27 exp. 10/19/15.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.