ILLINOIS TOOL WORKS INC — Director's Dealing 2004

Jun 17, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2004-06-16

Reporting Person: RINGLER JAMES M (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-06-16	Common Stock	M	96972	$18.87	Acquired	239457	Direct
2004-06-16	Common Stock	S	96972	$92.043	Disposed	142485	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-06-16	Employee Stock Option	$18.87	M	96972	Disposed	2006-05-19	Common Stock (96972)	Direct
1999-11-23	Employee Stock Option	$39.91	A	80810	Acquired	2007-08-05	Common Stock (80810)	Direct
1999-11-23	Employee Stock Option	$37.06	A	80810	Acquired	2008-08-04	Common Stock (80810)	Direct
1999-11-23	Employee Stock Option	$41.76	A	48486	Acquired	2008-12-09	Common Stock (48486)	Direct
1999-11-23	Employee Stock Option	$46.59	A	80810	Acquired	2009-08-03	Common Stock (80810)	Direct
2002-12-15	Employee Stock Option	$55.875	A	75000	Acquired	2010-12-15	Common Stock (75000)	Direct
2001-12-14	Employee Stock Option	$62.25	A	75000	Acquired	2011-12-14	Common Stock (75000)	Direct

Footnotes

F1: Includes grant of Restricted Stock vesting over three year period: 12/16/03, 12/16/04, 12/16/05.

F2: Grant of 16,666 shares of Restricted Stock January 2, 2004 vesting over 3 year period: 12/16/2004, 12/16/2005, 12/18/2006

F3: Includes 14.353 shares allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan. Information reported as of 6/16/04 (includes shares formerly held in Premark International Inc. Retirement Savings Plan).

F4: Options received for Premark Options pursuant to merger with ITW.

F5: Options vest in four (4) equal annual installments beginning one year from date of grant.