ILLINOIS TOOL WORKS INC — Director's Dealing 2011

Jul 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ILLINOIS TOOL WORKS INC (ITW)
CIK: 0000049826
Period of Report: 2011-07-27

Reporting Person: DAVIS DON H JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-27	Common Stock	A	665	$50.72	Acquired	40174	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Units	$		Common Stock (2466)	2466	Direct

Footnotes

F1: Includes 27,679 shares of deferred stock under the ITW Directors' Deferred Fee Plan and 58 shares acquired under a dividend reinvestment plan as of July 27, 2011.

F2: Represents units of phantom stock under the Phantom Stock Plan for non-employee directors as of July 27, 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.