ILLINOIS TOOL WORKS INC — Director's Dealing 2004

Dec 15, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2004-12-13

Reporting Person: DAVIS DON H JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-13	Common Stock	A	63	$93.80	Acquired	6960	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2000-05-12	Phantom Stock	$0	A	1061	Acquired	1988-08-08	Common Stock (1061)	Direct

Footnotes

F1: Includes Deferred Stock under the ITW Non-Officer Directors Fee Conversion Plan.

F2: Represents Units of Phantom Stock under the Phantom Stock Plan for non-officer directors. Each unit is equal in value to one share of Common Stock. The units are not transferable and have no voting rights. Additional units are credited in amounts equivalent to cash dividends paid on the Common Stock.

F3: Includes Grant of 900 shares of Restricted Stock 2/11/04 vesting as follows: 450 Shares 1/3/2005 and 450 shares 1/2/2006.