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: 2004-11-18

Reporting Person: HUDNUT STEWART S (Sr. V.P., Gen. Counsel & Sec.)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-11-18	Common Stock	M	10000	$54.62	Acquired	56372	Direct
2004-11-18	Common Stock	S	10000	$94.8103	Disposed	46372	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-11-18	Employee Stock Option	$54.62	D	10000	Disposed	2007-12-12	Cpmmon Stock (10000)	Direct
1998-12-11	Employee Stock Option	$58.25	A	20000	Acquired	2008-12-11	Common Stock (20000)	Direct
1999-12-17	Employee Stock Option	$65.50	A	25000	Acquired	2009-12-17	Common Stock (25000)	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

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 840 shares allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan. Information reported as of 11/16/04..

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