ILLINOIS TOOL WORKS INC — Director's Dealing 2003

Dec 17, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2003-12-16

Reporting Person: PTAK FRANK S (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-16	Common Stock	F	7009	$81.505	Disposed	157782	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
1995-12-08	Employee Stock Option	$30.125	A	60000	Acquired	2005-12-08	Common Stock (60000)	Direct
1997-12-12	Employee Stock Option	$54.62	A	50000	Acquired	2007-12-12	Common Stock (50000)	Direct
1998-12-11	Employee Stock Option	$58.25	A	60000	Acquired	2008-12-11	Common Stock (60000)	Direct
1999-12-17	Employee Stock Option	$65.50	A	100000	Acquired	2009-12-17	Common Stock (100000)	Direct
2000-12-15	Employee Stock Option	$55.875	A	230000	Acquired	2010-12-15	Common Stock (230000)	Direct
2001-12-14	Employee Stock Option	$62.25	A	200000	Acquired	2011-12-14	Common Stock (200000)	Direct

Footnotes

F1: Includes Grant of Restricted Stock vesting over three year period: 12/16/2003

F2: Options vest in four equal annual installments beginning one year from date of grant.