ILLINOIS TOOL WORKS INC — Director's Dealing 2003

Jan 17, 2003

4 1 c74103e4.htm STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Statement of Changes in Beneficial Ownership PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

o Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1.	2.	Issuer Name and Ticker or Trading Symbol				I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
Farrell, W James (Last) (First) (Middle)		Illinois Tool Works Inc. (ITW)
Illinois Tool Works Inc. 3600 West Lake Avenue (Street)	4.	Statement for Month/Day/Year			5.	If Amendment, Date of Original (Month/Day/Year)
		January 16, 2003
	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)			7.	Individual or Joint/Group Filing (Check
Applicable Line)
Glenview, IL 60025 (City) (State) (Zip)		x	Director	o	10% Owner	x	Form Filed by One Reporting Person
		x	Officer (give title below)			o	Form Filed by More than One Reporting Person
		o	Other (specify below)
			Chairman & CEO

Reminder:	Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see instruction 4(b)(v).

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Title of Security (Instr. 3)	Transaction Date (Month/Day/Year)	Transaction Code (Instr. 8)	4.	Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		5.	Amount of Sec- urities Beneficially Owned Following Reported Trans- action(s) (Instr. 3 and 4)	Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	Nature of Indirect Beneficial Ownership (Instr. 4)
		Code	V	Amount	(A) or (D)	Price
Common Stock							17,436	I	(1)
Common Stock							16,462	I	(2)
Common Stock							6,855	I	(3)
Common Stock	1/16/03	S		148	D	65.22	16	I	(4)
Common Stock							140,000	D	(5)

(1) Held in Revocable Trust (2) Shares held in JM Investment Partners L.P. (3) Shares allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan - Information reported as of January 8, 2003 (4) Shares held by my son as to which I disclaim beneficial ownership. (5)Grant of Restricted Stock Vesting over 3 year period 12/16/03, 12/16/04, 12/16/05

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Title of Derivative Security (Instr. 3)	Conversion or Exercise Price of Derivative Security	Transaction Code (Instr. 8)	5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
		Code	V	(A)	(D)
Employee Stock Option (Right to Buy)	34.59
Employee Stock Option (Right to Buy)	54.62
Employee Stock Option (Right to Buy)	33.375
Employee Stock Option (Right to Buy)	33.375
Employee Stock Option (Right to Buy)	58.25
Employee Stock Option (Right to Buy)	65.50
Employee Stock Option (Right to Buy)	55.875
Employee Stock Option (Right to Buy)	62.25

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Date Exercisable and Expiration Date (Month/Day/Year)	7.	Title and Amount of Underlying Securities (Instr. 3 and 4)	8.	Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	Nature of Indirect Beneficial Ownership (Instr. 4)
Date Exercisable	Expiration Date	Title	Amount or Number of Shares
11/23/99	5/4/09	(1)		606	D
2(a)	12/12/07			100,000	D
3(a)	5/3/06			38,504	D
3(a)	5/3/06			311,496	I	(4)
2(b)	12/11/08			100,000	D
2(c)	12/17/09			200,000	D
2(d)	12/15/10			450,000	D
2(e)	12/14/11			400,000	D

(1) Options received for options for 75 shares of Premark International Inc. pursuant to merger with ITW (2) Options vest in 4 equal annual installments beginning 1 year from date of grant: (a) 12/12/97 (b) 12/11/98 (c) 12/17/99 (d) 12/15/00 (e) 12/14/01 (3) Options vest in five equal annual installments beginning 1 year from date of grant: (a) 5/3/96 (4) Transfer of options that were previously owned by me to JM Investment Partners L.P.

Explanation of Responses:

| W. James Farrell By Stewart S. Hudnut, Senior Vice President, General Counsel &
Secretary | January 16, 2003 |
| --- | --- |
| **Signature of Reporting Person Attorney-In-Fact | Date |

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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