ILLINOIS TOOL WORKS INC — Director's Dealing 2011

Oct 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2011-10-26

Reporting Person: MORRISON ROBERT S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-26	Common Stock	A	891	$46.28	Acquired	70838	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (2385)	2385	Direct

Footnotes

F1: Includes 21,102 shares of deferred stock under the ITW Directors' Deferred Fee Plan as of October 26,2011.

F2: Represents units of phantom stock under the Phantom Stock Plan for non-employee directors as of October 26, 2011. 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.