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ILLINOIS TOOL WORKS INC Director's Dealing 2004

Dec 17, 2004

29921_dirs_2004-12-17_4250acc6-750b-4e4f-a4f0-62c9be358ea1.zip

Director's Dealing

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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: ZENTMYER HUGH J (Executive Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2004-12-16 Common Stock F 2745 $91.98 Disposed 35384 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
1995-12-08 Employee Stock Option $30.125 A 24000 Acquired 2005-12-08 Common Stock (24000) Direct
2000-12-15 Employee Stock Option $55.875 A 60000 Acquired 2010-12-15 Common Stock (60000) Direct
2001-12-14 Employee Stock Option $62.25 A 50000 Acquired 2011-12-14 Common Stock (50000) Direct
2004-12-10 Employee Stock Option $94.26 A 40000 Acquired 2014-12-10 Common Stock (40000) Direct

Footnotes

F1: Includes grant of Restricted Stock vesting over 3 year period: 12/16/2003, 12/16/2004, 12/16/2005.

F2: Includes Grant of Restricted Stock vesting over 3 year period: 12/16/2004, 12/16/2005, 12/18/2006

F3: Includes 418 shares held in Hugh J. Zentmyer Revocable Trust - Hugh J. Zentmyer Trustee

F4: Includes 7,797shares allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan as of 12/8/2004.

F5: Includes 325 shares held in a trust of which I am the Trustee and in which a member of my immediate fajily has a pecuniary interest.

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