ILLINOIS TOOL WORKS INC — Director's Dealing 2009

Apr 20, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2009-04-17

Reporting Person: MORRISON ROBERT S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-17	Common Stock	A	1047	$32.22	Acquired	59632	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0.00	1988-08-08	Common Stock (2228)	2228	Direct

Footnotes

F1: Includes 12,391 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of April 17, 2009.

F2: Represents units of phantom stock under the Phantom Stock Plan for non-employee directors as of April 17, 2009. 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.