WD-40 144 4-24-2006
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 144

NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933


ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute
                    sale or executing a sale directly with a market maker.

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DOCUMENT SEQUENCE NO. 
CUSIP NUMBER 
(a) NAME OF ISSUER (Please type or print)
 WD-40 Company
 
(b) I.R.S. IDENT. NO.
 95-1797918
(c) S.E.C. FILE NO.
 000-06936
WORK LOCATION 
United States
(d) ADDRESS OF ISSUER            STREET           CITY           STATE          ZIP CODE
 1061                                            Cudahy Place   San Diego         CA                92110
(e) TELEPHONE NO.
AREA CODE 
 619
NUMBER 
 275-1400
(a) PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
 William B. Noble
(b) I.R.S. IDENT. NO.
  N/A
(c) RELATIONSHIP TO  ISSUER
 Exec. Officer
(d) ADDRESS STREET              CITY        STATE       ZIP CODE
 Brick Close, Kiln Farm              Keynes          UK          MK113LJ

INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number
3 (a)
Title of the
Class of
Securities
To Be Sold

(b)
Name and address of Each Broker through whom the Securities are to be Offered to Each Market Maker Who is acquiring the Securities

SEC USE ONLY
Broker-Dealer
File Number
(c)
Number of shares
or other Units
To be sold

(see instr.3(c))

(d)
Aggregate
Market
Value

(see instr.3(d))

(e)
Number of shares
Or other units
Outstanding
(see instr.3(e))

(f)
Approximate
Date of sale

(see instr.3(f))
(Mo.  Day  Yr.)

(g)
Name of Each
Securities
Exchange
(see instr.3(g))

Common Stock
 Computershare Securities Corp.
 2 North LaSalle Street
 Chicago, IL 60602
 
 Broadcort Correspondent Clearing Division
 Merrill, Lynch, Pierce, Fenner & Smith
 Incoporated
 101 Hudson Street, 7th Floor
 Jersey City, New Jersey 07302

 
15,000
$480,000 (1)
16,796,332
4/24/06 (2)
NASDAQ
INSTRUCTIONS:
1. 
(a) 
Name of issuer. 3.  (a)
Title of the class of securities to be sold.
 
(b)
Issuer's IRS Identification Number.
 
(b)
Name and address of each broker through whom the securities are intended to be sold.
 
(c)
Issuer's SEC file number, if any.
 
(c)
Number of shares or other units to be sold (if debt securities, give the aggregate face amount).
 
(d)
Issuer's address, including zip code.
  (d)
Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing
 
(e)
Issuer's telephone number, including area code.
 
(e)
Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer.
2.
(a)
Name of person for whose account the securities are to be sold.
  (f)
Approximate date on which the securities are to be sold.
 
(b)
Such person's or I.R.S. Identification number, if such a person is an entity.
 
(g)
Name of each securities exchange, if any, on which the securities are intended to be sold.
 
(c)
Such person's relationship to the issuer (e.g., officer, director, 10 percent stockholder, or member of immediate family of any of the foregoing).

 
(d)
Such person's address, including zip code.
 
 
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 control number.
TABLE I--SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the Payment of all or any part of the purchase price or other consideration therefor:
 
Title of
the Class
Date You Acquired
Nature of Acquisition Transaction
Name of Person From Whom Acquired
(If Gift, Also Give Date Donor Acquired)
Amount of Securities Acquired
Date of Payment
Nature of Payment
Common Stock
4/24/06 (2)
Exercise of non-qualified stock option
WD-40 Company
15,000
04/24/06 (2)
Sale Proceeds (2)
INSTRUCTIONS:
1.
If the securities were purchased and full payment therefore was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
 
 
 
 
 

TABLE II--SECURITIES SOLD DURING THE PAST THREE MONTHS
Furnish The Following Information as to All Securities of The Issuer Sold During The Past Three Months By The Person For Whose Account The Securities Are To Be Sold.
Name and Address of Seller
 
Title of Securities To Be Sold.
 
Date of Sale
 
Amount of
Securities Sold
 
Gross Proceeds
 
N/A
 
 
 
 
 
 
 
 
 
REMARKS:
(1) Estimated based on the fair market value at market close on 4/21/06 of $32.00/share.
(2) These control securities, registered on Form S-8 dated 7/15/04, will be acquired upon exercise of a non-qualified stock option on the date of sale in a cashless stock option exercise transaction processed by Computershare Investor Services, LLC, the Issuer’s stock option plan administrator.  

INSTRUCTIONS:
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
 
  ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the issuer of the securities to be sold which has not been publicly disclosed.
 
 
4/24/06


/s/ Maria M. Mitchell as Attorney in Fact for William B. Noble

DATE OF NOTICE
 
(SIGNATURE)
 
The notice shall be signed by the persons for whose account the securities are to be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.


ATTENTION: INTERNATIONAL MISSTATEMENTS OR OMISSION OF FACTS CONSTITUTE FEDERAL CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001).