ILLINOIS TOOL WORKS INC — Director's Dealing 2005

Mar 23, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2005-03-22

Reporting Person: FLOOD DAVID T (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-03-22	Common Stock	M	3500	$58.25	Acquired	22436	Direct
2005-03-22	Common Stock	S	3500	$92.7431	Disposed	18936	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-22	Employee Stock Option	$58.25	M	3500	Disposed	2008-12-11	Common Stock (3500)	Direct
1999-12-17	Employee Stock Option	$65.50	A	12000	Acquired	2009-12-17	Common Stock (12000)	Direct
2000-12-15	Employee Stock Option	$55.875	A	27000	Acquired	2010-12-15	Common Stock (27000)	Direct
2001-12-14	Employee Stock Option	$62.25	A	40000	Acquired	2011-12-14	Common Stock (40000)	Direct
2004-12-10	Employee Stock Option	$94.26	A	40000	Acquired	2014-12-10	Common Stock (40000)	Direct

Footnotes

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

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

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