ILLINOIS TOOL WORKS INC — Director's Dealing 2003

Oct 21, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2003-10-20

Reporting Person: KINNEY JON C (Sr. V.P. & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-10-20	Common Stock	M	2380	$68.10	Acquired	38136	Direct
2003-10-20	Common Stock	S	2380	$72.00	Disposed	35756	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-10-20	Employee Stock Option	$68.10	M	2380	Disposed	2003-12-10	Common Stock (2380)	Direct
2003-08-21	Employee Stock Option	$72.30	A	8911	Acquired	2013-08-21	Common Stock (8911)	Direct
1997-12-12	Employee Stock Option	$54.62	A	11795	Acquired	2007-12-12	Common Stock (11795)	Direct
1998-12-11	Employee Stock Option	$58.25	A	25000	Acquired	2008-12-11	Common Stock (25000)	Direct
1999-12-17	Employee Stock Option	$65.50	A	30000	Acquired	2009-12-17	Common Stock (30000)	Direct
2000-12-15	Employee Stock Option	$55.875	A	72500	Acquired	2010-12-15	Common Stock (72500)	Direct
2001-12-14	Employee Stock Option	$62.25	A	60000	Acquired	2011-12-14	Common Stock (60000)	Direct

Footnotes

F1: Includes grant of 20,000 shares of restricted stock vesting over 3 year period: 12/16/2003, 12/16/2004, 12/16/2005

F2: 4,808 shares allocated to my account in the ITW Savings and Investment Plan -- Information reported as of 10/17/03

F3: Options vest in four (4) equal annual installments beginning one year from date of grant.