ILLINOIS TOOL WORKS INC — Director's Dealing 2004

Dec 13, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2004-12-10

Reporting Person: CALLAHAN ROBERT T (Sr. V. P. Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
1998-08-08	Common Stock	A	0	—	Acquired	12600	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
1998-12-11	Employee Stock Option	$58.25	A	6000	Acquired	2008-12-11	Common Stock (6000)	Direct
1999-12-17	Employee Stock Option	$65.50	A	7000	Acquired	2009-12-17	Common Stock (7000)	Direct
2000-12-15	Employee Stock Option	$55.875	A	17000	Acquired	2010-12-15	Common Stock (17000)	Direct
2001-12-14	Employee Stock Option	$62.25	A	15000	Acquired	2011-12-14	Common Stock (15000)	Direct
2004-12-10	Employee Stock Option	$94.26	A	30000	Acquired	2014-12-10	Common Stock (30000)	Direct

Footnotes

F1: Includes shares of restricted stock vesting over 3 year period: 12/16/2003, 12/16/2004, 12/16/2005

F2: Includes 1,600 shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan -- Information reported as of December 8, 2004.

F3: Includes shares of Restricted Vesting Over 3 year Period: 12/16/2004, 12/16/2005, 12/18/2006

F4: Options vest in four equal annual installments beginning one year from date of grant.