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ILLINOIS TOOL WORKS INC Director's Dealing 2005

Aug 23, 2005

29921_dirs_2005-08-23_093e36fd-e61b-4275-83d1-e1f569aa9918.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2005-08-19

Reporting Person: MCCORMACK ROBERT C (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-08-19 Common Stock J 880239 Disposed 3529116 Indirect
2005-08-19 Common Stock S 43000 $85.7688 Disposed 4218559 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 900 Direct

Footnotes

F1: Shares held in trusts of which the Reporting Person is a co-trustee and in which a member of his immediate family (adult not living in his household) has a pecuniary interest. The Reporting Person disclaims beneficial ownership of these shares.

F2: Shares held in trusts of which the Reporting Person is a co-trustee and has a pecuniary interest.

F3: The reporting person contributed 880,239 of Common Stock to a family limited partnership in exchange for limited partnership units in the partnership. The limited partnership interests were valued in part on the fair market value of the Common Stock. In accordance with SEC interpretations, the limited partnership units do not create a pecuniary interest in the Common Stock.