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

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-16	Common Stock	F	3278	$91.98	Disposed	36433	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-08-21	Employee Stock Option	$72.30	A	8911	Acquired	2007-12-12	Common Stock (8911)	Direct
2004-06-22	Employee Stock Option	$92.71	A	4798	Acquired	2007-12-12	Common Stock (4798)	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
2004-12-10	Employee Stock Option	$94.26	A	75000	Acquired	2014-12-10	Common Stock (75000)	Direct

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