ILLINOIS TOOL WORKS INC — Director's Dealing 2004

Oct 26, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2004-10-25

Reporting Person: SMITH HAROLD B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-10-25	Common Stock	G	3104	$89.04	Disposed	8892219	Indirect
1998-08-08	Common Stock	A	0	—	Acquired	900	Direct

Footnotes

F1: 472,212 shares held in a revocable trust created by me.

F2: 8,089,427 shares held in a trust of which I am a co-trustee and have a direct beneficial interest.

F3: 330,580 shares held in a trust of which I am a co-trustee and have a contingent beneficial interest.

F4: Grant of 900 shares of Restricted Stock 2/11/04 vesting as follows: 450 shares 1/3/2005 and 450 shares 1/2/2006.