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: 2004-09-17

Reporting Person: FLOOD DAVID T (Executive Vice President)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-09-17	Common Stock	M	9000	$30.125	Acquired	30149	Direct
2004-09-17	Common Stock	S	9000	$91.7047	Disposed	21149	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-17	Employee Stock Option	$30.125	M	9000	Disposed	2005-12-08	Common Stock (9000)	Direct
1997-12-12	Employee Stock Option	$54.62	A	8000	Acquired	2007-12-12	Common Stock (8000)	Direct
1998-12-11	Employee Stock Option	$58.25	A	10000	Acquired	2008-12-11	Common Stock (10000)	Direct
1999-12-17	Employee Stock Option	$65.50	A	12000	Acquired	2009-12-17	Comon Stock (12000)	Direct
2000-12-15	Employee Stock Option	$55.875	A	37000	Acquired	2010-12-15	Common Stock (37000)	Direct
2001-12-14	Employee Stock Option	$62.25	A	40000	Acquired	2011-12-14	Common Stock (40000)	Direct

F1: Includes grant of restricted stock vesting over 3 year period: 12/16/03, 12/16/04, 12/16/05

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.