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ILLINOIS TOOL WORKS INC Director's Dealing 2006

Dec 20, 2006

29921_dirs_2006-12-20_4e046f0d-25e6-4a7a-a75d-70672ec6420b.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: 2006-12-18

Reporting Person: BIRCK MICHAEL J (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-12-18 Common Stock A 42 $46.77 Acquired 31109 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
1998-08-08 Phantom Stock $0.00 A 2298 Acquired 1988-08-08 Common Stock (4527) Direct

Footnotes

F1: Includes deferred stock under the ITW Directors' Deferred Fee Plan.

F2: Grant of 1,800 shares of restricted stock which have vested.

F3: Shares received as a result of the two-for-one stock split on May 25, 2006.

F4: This number was increased by 15,363 shares to reflect a correction due to a clerical error.

F5: Represents units of phantom stock under the Phantom Stock Plan for non-officers directors as of December 31, 2005. Each unit is equal in value to one share of common stock. The units are not transferable and have no voting rights. Additional units are credited in amounts equivalent to cash dividends paid on the common stock reported as of November 30, 2006.