ILLINOIS TOOL WORKS INC — Director's Dealing 2003

Oct 24, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2003-10-23

Reporting Person: SUTHERLAND ALLAN C (Sr. V.P. Leasing&Investments)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-10-23	Common Stock	M	8000	$62.25	Acquired	38909	Direct
2003-10-23	Common Stock	M	15000	$55.875	Acquired	53909	Direct
2003-10-23	Common Stock	M	11300	$58.25	Acquired	65209	Direct
2003-10-23	Common Stock	S	34300	$71.0013	Disposed	30909	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-10-23	Employee Stock Option	$58.25	D	11300	Disposed	2008-12-11	Common Stock (11300)	Direct
1999-12-17	Employee Stock Option	$65.50	A	25000	Acquired	2009-12-17	Common Stock (25000)	Direct
2003-10-23	Employee Stock Option	$55.875	D	15000	Disposed	2010-12-15	Common Stock (15000)	Direct
2003-10-23	Employee Stock Option	$62.25	D	8000	Disposed	2011-12-14	Common Stock (8000)	Direct

Footnotes

F1: Includes grant of Restricted Stock vesting over three year period: 12/16/03, 12/16/04, 12/16/05

F2: Includes 250 shares held by me as custodian for my minor child under Illinois UGMCA.

F3: Includes 1,288 shares allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan. Information reported as of 10/22/2003.

F4: These options vest in four (4) equal annual installments beginning one year from date of grant.