ILLINOIS TOOL WORKS INC — Director's Dealing 2010

Feb 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2010-02-12

Reporting Person: GRESH PHILIP M JR (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-12	Employee Stock Option	$43.64	A	74077	Acquired	2020-02-12	Common Stock (74077)	Direct
2010-02-12	Performance Restricted Stock Unit	$0.00	A	8139	Acquired		Common Stock (8139)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	600	Direct
Common Stock	7550	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$31.125	2011-12-14	Common Stock (80000)	80000	Direct
Employee Stock Option	$47.13	2014-12-10	Common Stock (80000)	80000	Direct
Employee Stock Option	$42.08	2016-02-01	Common Stock (80000)	80000	Direct
Employee Stock Option	$51.60	2017-02-09	Common Stock (80000)	80000	Direct
Employee Stock Option	$48.51	2018-02-08	Common Stock (80000)	80000	Direct
Employee Stock Option	$35.12	2019-02-13	Common Stock (69375)	69375	Direct
Qualifying Restricted Stock Unit	$0.00		Common Stock (17375)	17375	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 12, 2010.

F2: Options vest in four (4) equal annual installments beginning one year from date of grant.

F3: Each qualifying restricted stock unit (QRSU) and performance restricted stock unit (PRSU) represents a contingent right to receive one share of the Company's common stock.

F4: Each QRSU and PRSU vests 100% three years from the date of grant if performance goals are met.