ILLINOIS TOOL WORKS INC — Director's Dealing 2006

Feb 9, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2006-02-07

Reporting Person: SKINNER JAMES A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-07	Common Stock	A	300	$84.70	Acquired	300	Direct
2006-02-07	Common Stock	A	700	$84.71	Acquired	1000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-31	Phantom Stock	$0	A	4	Acquired	1998-08-08	Common Stock (1004)	Direct

Footnotes

F1: Represents units of phantom stock under the Phantom Stock Plan for Non-Officer Directors. 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.