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ILLINOIS TOOL WORKS INC Director's Dealing 2004

Oct 7, 2004

29921_dirs_2004-10-07_b4702cfd-3519-4f5d-a273-648b6237b457.zip

Director's Dealing

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SEC Form 4/A — Form 4/A

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2004-09-17

Reporting Person: FARRELL W JAMES (Director, Chairman & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2004-06-21 Common Stock S 2920 $92.5915 Disposed 45435 Indirect
2004-09-17 Common Stock M 350000 $33.375 Acquired 395435 Indirect
2004-09-17 Common Stock M 606 $34.59 Acquired 396041 Indirect
2004-09-17 Common Stock S 151992 $91.8763 Disposed 244049 Indirect
2004-09-17 Common Stock F 65740 $91.8763 Disposed 178309 Indirect
2004-09-17 Common Stock F 28959 $92.04 Disposed 149350 Indirect
2004-09-17 Common Stock M 38000 $55.875 Acquired 230754 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2004-09-17 Employee Stock Option $34.59 M 606 Disposed 2009-05-04 Common Stock (606) Direct
1997-12-12 Employee Stock Option $54.62 A 100000 Acquired 2007-12-12 Common Stock (100000) Direct
2004-09-17 Employee Stock Option $33.375 M 38504 Disposed 2006-05-03 Common Stock (38504) Direct
2004-09-17 Employee Stock Option $33.375 M 311496 Disposed 2006-05-03 Common Stock (311496) Indirect
1998-12-11 Employee Stock Option $58.25 A 100000 Acquired 2008-12-11 Common Stock (100000) Direct
1999-12-17 Employee Stock Option $65.50 A 200000 Acquired 2009-12-17 Common Stock (200000) Direct
2004-09-17 Employee Stock Option $55.875 M 38000 Disposed 2010-12-15 Common Stock (38000) Direct
2001-12-14 Employee Stock Option $62.25 A 400000 Acquired 2011-12-14 Common Stock (400000) Direct
2004-09-17 Employee Stock Option $92.04 A 23069 Acquired 2010-12-15 Common Stock (23069) Direct

Footnotes

F1: 15,373 shares held in revocable trust.

F2: 133,977 shares held in JM investment partners L.P.

F3: 7,021 shares allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan -- Information reported as of 9/17/04.

F4: Includes Grant of Restricted Stock vesting over 3 year period: 12/16/03, 12/16/04, 12/16/05.

F5: Includes Grant of Restricted Stock vesting over 3 year period: 12/16/04, 12/16/05, 12/18/06

F6: Options received for 75 shares of Premark International pursuant to merger with ITW.

F7: Options vest in four equal annual installments beginning one year from date of grant.

F8: Options vest in five equal annual installments beginning one year from date of grant.