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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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) 10/21/2010 (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 Common Stock 10/21/2010   M   4,819 A $ 20.75 29,532 D   Common Stock 10/21/2010   S   4,819 D $ 37.913 24,713 D   Common Stock 10/21/2010   M   5,181 A $ 20.75 29,894 D   Common Stock 10/21/2010   S   5,181 D $ 37.913 24,713 (1) 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

Incentive Stock Option

$ 20.75

10/21/2010

M

4,819

09/25/2004

09/25/2011

Common Stock

4,819

(2)

0 (3)

D

Non-Qualified Stock Option

$ 20.75

10/21/2010

M

5,181

09/25/2004

09/25/2011

Common Stock

5,181

(2)

0 (3)

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

Maria M. Mitchell as attorney-in-fact for Graham P Milner		10/25/2010
**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)	Total includes 1,503 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account - estimated number of shares based upon equivalent value of units held. Also includes 8,359 Restricted Stock Units, 5,711 of which are subject to future vesting, and 4,800 Performance Share Units, all of which are subject to future vesting.
(2)	not applicable
(3)	In addition to the reported options in Table II, the reporting person holds options to acquire 59,700 common shares as follows: Non-Qualified Stock Option (NQSO) for 10,000 shares exercisable 9/24/05 at $27.56 expiring 09/24/12; NQSO for 10,000 shares exercisable 09/23/06 at $29.30 exp. 09/23/13; NQSO for 8,000 shares exercisable 10/19/07 at $27.67 exp. 10/19/14; NQSO for 9,000 shares exercisable 10/18/08 at $27.27 exp. 10/18/15; NQSO for 10,000 shares exercisable 10/17/09 at $35.99 exp. 10/17/16; and NQSO for 12,700 shares exercisable 10/16/10 at $36.03 exp. 10/16/17.

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