ILLINOIS TOOL WORKS INC — Director's Dealing 2005

Oct 4, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2005-09-30

Reporting Person: HUDNUT STEWART S (Sr. V.P., Gen. Counsel & Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-09-30	Common Stock	F	4306	$81.595	Disposed	28870	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
1997-12-11	Employee Stock Option	$54.62	A	10000	Acquired	2007-12-12	Common Stock (10000)	Direct
1998-12-11	Employee Stock Option	$58.25	A	20000	Acquired	2008-12-11	Common Stock (20000)	Direct
1999-12-17	Employee Stock Option	$65.50	A	25000	Acquired	2009-12-17	Common Stock (25000)	Direct
2000-12-15	Employee Stock Option	$55.875	A	60000	Acquired	2010-12-15	Common Stock (60000)	Direct
2001-12-14	Employee Stock Option	$62.25	A	50000	Acquired	2011-12-14	Common Stock (50000)	Direct
2004-12-10	Employee Stock Option	$94.26	A	50000	Acquired	2014-12-10	Common Stock (50000)	Direct

Footnotes

F1: Includes grant of restricted stock vesting over 3 year period: 12/16/2003, 12/16/2004, 12/16/2005. The remaining grant originally due to vest on 12/16/2005 vested on September 30, 2005, Mr. Hudnut's retirement date.

F2: Includes grant of restricted stock vesting over 3 year period: 12/16/2004, 12/16/2005, 12/18/2006. The remaining grants originally due to vest on 12/16/2005 and 12/18/2006 vested on September 30, 2005, Mr. Hudnut's retirement date.

F3: Includes 848 shares allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan. Information reported is as of 9/16/2005.

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