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: 2004-06-21

Reporting Person: KINNEY JON C (Sr. V.P. & CFO)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-06-21	Common Stock	M	25000	$58.25	Acquired	72149	Direct
2004-06-21	Common Stock	S	25000	$92.4969	Disposed	47149	Direct
2004-06-21	Common Stock	S	4853	$92.3178	Disposed	42296	Direct
2004-06-22	Common Stock	M	8205	$54.62	Acquired	50501	Direct
2004-06-22	Common Stock	F	992	$92.71	Disposed	49509	Direct
2004-06-22	Common Stock	F	4798	$92.71	Disposed	44711	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-08-21	Employee Stock Option	$72.30	A	8911	Acquired	2013-08-21	Common Stock (8911)	Direct
2004-06-22	Employee Stock Option	$92.71	A	4798	Acquired	2007-12-12	Common Stock (4798)	Direct
2004-06-21	Employee Stock Option	$58.25	M	25000	Disposed	2008-12-11	Common Stock (25000)	Direct
1999-12-17	Employee Stock Option	$65.50	A	30000	Acquired	2009-12-17	Common Stock (30000)	Direct
2000-12-15	Employee Stock Option	$55.875	A	72500	Acquired	2010-12-15	Common Stock (72500)	Direct
2001-12-14	Employee Stock Option	$62.25	A	60000	Acquired	2011-12-14	Common Stock (60000)	Direct

F1: Includes grant of restricted stock vesting over 3 year period: 12/16/2003, 12/16/2004, 12/16/2005

F2: Grant of 13333 Shares of Restricted Stock January 2, 2004 vesting over 3 year period: 12/16/2004, 12/16/2005, 12/18/2006.

F3: Options vest in four (4) equal annual installments beginning one year from date of grant.