ILLINOIS TOOL WORKS INC - Director's Dealing 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2003-12-17

Reporting Person: FARRELL W JAMES (Director, Chairman & CEO)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
1998-08-08	Common Stock	A	0	—	Acquired	24110	Indirect
2003-12-17	Common Stock	S	5000	$81.612	Disposed	127944	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
1999-11-23	Employee Stock Option	$34.59	A	606	Acquired	2009-05-04	Common Stock (606)	Direct
1997-12-12	Employee Stock Option	$54.62	A	100000	Acquired	2007-12-12	Common Stock (100000)	Direct
1996-05-03	Employee Stock Option	$33.375	A	38504	Acquired	2006-05-03	Common Stock (38504)	Direct
1996-05-03	Employee Stock Option	$33.375	A	311496	Acquired	2006-05-03	Common Stock (311496)	Indirect
1998-12-11	Employee Stock Option	$58.25	A	100000	Acquired	2008-12-11	Common Stock (100000)	Direct
1999-12-17	Employee Stock Option	$65.50	A	200000	Acquired	2009-12-17	Common Stock (200000)	Direct
2000-12-15	Employee Stock Option	$55.875	A	450000	Acquired	2010-12-15	Common Stock (450000)	Direct
2001-12-14	Employee Stock Option	$62.25	A	400000	Acquired	2011-12-14	Common Stock (400000)	Direct

F1: 7,632 shares held in revocable trust.

F2: 16,462 shares held in JM investment partners L.P.

F3: 16 shares held by my son as to which I disclaim beneficial ownership.

F4: 6,962 shares allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan -- Information reported as of 12/12/03.

F5: Grant of Restricted Stock vesting over 3 year period: 12/16/03, 12/16/04, 12/16/05.

F6: Options received for 75 shares of Premark International pursuant to merger with ITW.

F7: Options vest in four equal annual installments beginning one year from date of grant.

F8: Options vest in five equal annual installments beginning one year from date of grant.