ILLINOIS TOOL WORKS INC — Director's Dealing 2004

Nov 2, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2004-10-29

Reporting Person: SANTI ERNEST SCOTT (Executive V.P.)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7500	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$54.62	2007-12-12	Common Stock (5000)		Direct
Employee Stock Option	$58.25	2008-12-11	Common Stock (5000)		Direct
Employee Stock Option	$65.50	2009-12-17	Common Stock (6000)		Direct
Employee Stock Option	$55.875	2010-12-15	Common Stock (15000)		Direct
Employee Stock Option	$62.25	2011-12-14	Common Stock (12000)		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: Options vest in four equal annual installments beginning one year from date of grant.