ILLINOIS TOOL WORKS INC - Director's Dealing 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2004-12-16

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

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-16	Common Stock	G	53	$91.98	Disposed	141360	Indirect
2004-12-20	Common Stock	S	10038	$92.7384	Disposed	197787	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
1997-12-12	Employee Stock Option	$54.62	A	100000	Acquired	2007-12-12	Common Stock (100000)	Direct
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	412000	Acquired	2010-12-15	Common Stock (412000)	Direct
2001-12-14	Employee Stock Option	$62.25	A	400000	Acquired	2011-12-14	Common Stock (400000)	Direct
2004-09-17	Employee Stock Option	$92.04	A	23069	Acquired	2010-12-15	Common Stock (23069)	Direct
2004-12-10	Employee Stock Option	$94.26	A	400000	Acquired	2014-12-10	Common Stock (400000)	Direct

F1: 7,383 shares held in revocable trust.

F2: 133,977 shares held in JM investment partners L.P.

F3: 7,043 shares allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan -- Information reported as of 12/8/04..

F4: Includes Grant of Restricted Stock vesting over 3 year period: 12/16/03, 12/16/04, 12/16/05.

F5: Includes Grant of Restricted Stock vesting over 3 year period: 12/16/04, 12/16/05, 12/18/06

F6: Options vest in four equal annual installments beginning one year from date of grant.