ILLINOIS TOOL WORKS INC — Director's Dealing 2009

Feb 18, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2009-02-13

Reporting Person: Kropp Ronald D (Sr VP & CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-13	Employee Stock Option	$35.12	A	60703	Acquired	2019-02-13	Common Stock (60703)	Direct
2009-02-13	Qualifying Restricted Stock Unit	$0.00	A	16324	Acquired		Common Stock (16324)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3839	Direct
Common Stock	2520	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$32.75	2009-12-17	Common Stock (6000)	6000	Direct
Employee Stock Option	$27.9375	2010-12-15	Common Stock (16000)	16000	Direct
Employee Stock Option	$31.125	2011-12-14	Common Stock (12000)	12000	Direct
Employee Stock Option	$47.13	2014-12-10	Common Stock (10000)	10000	Direct
Employee Stock Option	$42.08	2016-02-01	Common Stock (30000)	30000	Direct
Employee Stock Option	$51.60	2017-02-09	Common Stock (60000)	60000	Direct
Employee Stock Option	$48.51	2018-02-08	Common Stock (70000)	70000	Direct

Footnotes

F1: Shares of common stock allocated to my account in the Illinois Tool Works Inc. Savings & Investment Plan--Information reported as of February 13, 2009.

F2: Options vest in four (4) equal annual installments beginning in each December following the grant date.

F3: Options vest in four (4) equal annual installments beginning one year from date of grant.

F4: Each qualifying restricted stock unit (QRSU) represents a contingent right to receive one share of the Company's common stock.

F5: Each QRSU vests 100% three years from the date of grant if performance goals are met.