ILLINOIS TOOL WORKS INC — Director's Dealing 2004

Feb 24, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2004-02-23

Reporting Person: FLAUM RUSSELL M (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-23	Common Stock	M	30000	$30.125	Acquired	87171	Direct
2004-02-23	Common Stock	S	30000	$79.05	Disposed	57171	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-23	Employee Stock Option	$30.125	M	30000	Disposed	2005-12-08	Common Stock (30000)	Direct
1997-12-12	Employee Stock Option	$54.62	A	30000	Acquired	2007-12-12	Common Stock (30000)	Direct
1998-12-11	Employee Stock Option	$58.25	A	30000	Acquired	2008-12-11	Common Stock (30000)	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	75000	Acquired	2010-12-15	Common Stock (75000)	Direct
2001-12-14	Employee Stock Option	$62.25	A	60000	Acquired	2011-12-14	Common Stock (60000)	Direct

Footnotes

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

F2: Includes 1,799 shares allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan. Information reported as of 2/23/2004.

F3: Includes Grant of 13,333 shares of Restricted Stock January 2, 2004 Vesting Over 3 year Period: 12/16/2004, 12/16/2005, 12/18/2006.

F4: Options vest in four equal annual installments beginning one year from date of grant.