Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *
NOBLE WILLIAM B
 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, Europe
(Last)
(First)
(Middle)

BRICK CLOSE, KIIN FARM		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
08/31/2008
(Street)


MILTON KEYNES, X0 MK1 13LJ		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 04/26/2006(1)   M5(2) 5,000 A $ 20.813 5,471 (3) D  
Common Stock 04/26/2006(1)   S5(2) 5,000 D $ 31.454 5,471 (3) D  
Common Stock 04/26/2006(1)   M5(2) 5,000 A $ 23.5 5,471 (3) D  
Common Stock 04/26/2006(1)   S5(2) 5,000 D $ 31.347 5,471 (3) 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 2270 (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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non Qualified Stock Option $ 20.813 04/26/2006   M(2)   5,000 09/26/2001 09/26/2010 Common Stock
5,000
$ 0 0 (4)
D
 
Non Qualified Stock Option $ 23.5 04/26/2006   M(2)   5,000 09/28/2000 09/28/2009 Common Stock
5,000
$ 0 0 (4)
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NOBLE WILLIAM B
BRICK CLOSE
KIIN FARM
MILTON KEYNES, X0 MK1 13LJ		       Managing Director, Europe  

Signatures

William B. Noble 10/10/2008
**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) Statement filed to report transactions not previously reported on Form 4 or Form 5. Transactions were discovered upon reconciliation of outstanding stock option records.
(2) Transaction pursuant to trading plan adopted pursuant to Rule 10b5-1 under Securities Exchange Act of 1934.
(3) Total includes 3971 Restricted Stock Units.
(4) The reporting person holds 59600 Non Qualified Stock Options (NQSO) to acquire common shares as follows: 600 NQSO exercisable 9/24/03 at $27.56 expiring 09/24/12; 10000 NQSO exercisable 09/23/06 at $29.30 exp. 09/24/13; 10000 NQSO exercisable 10/19/07 at $27.67 exp. 10/19/14; 9000 NQSO (3060 exercisable 10/18/06; 2970 exercisable 10/18/07; 2970 exercisable 10/18/08) at $27.27 exp. 10/18/15; 10000 NQSO (3400 exercisable 10/17/07, 3300 exercisable 10/17/08, 3300 exercisable 10/17/09) at $35.99 exp. 10/17/16; 20000 NQSO shares (6800 exercisable 10/16/08, 6600 exercisable 10/16/09, 6600 exercisable 10/16/10) at $36.03 exp. 10/16/17.

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